definiens: shall mean circumstance s under which a Party or any entity that controls s uch Party ( i ) has a receiver or similar officer appointed ove r all or a material part of its assets or undertaki ng ; ( ii ) passes a resolution for winding - up ( other than a winding - up for the purpose of, or in connection with, any solv ent amalgamation or reconstruction ) or a court makes an order to that effect or a court makes an order for administration ( or any equivalent order in any juri sdiction ) ; ( iii ) enters into any composition or arr angement with its creditors ( other than relating to a solvent res tructuring ) or assignment for the benefit of credit ors ; ( iv ) ceases to carry on business ; ( v ) is unable to pay its debts a s they become due in the ordinary course of busines s ; ( vi ) files in any court or agency pursuant to any statute or regu lation of any state or country, a petition in bankr uptcy or insolvency or for reorganization or for an arrangem ent or for the appointment of a receiver or trustee of the person or of its assets ; or ( vii ) is the subject of an inv oluntary petition in any bankruptcy or insolvency p roceeding, and such petition is not dismissed within sixty ( 60 ) da ys after the filing thereof