definiens: shall mean the occurrence of any of the following : ( i)Seller shall commence any case, proceeding or other action(a ) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, relief of debtors or the like, seeking to have an order for relief entered with respect to such party, or seekingto adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding - up, liquidation, dissolution, composition or other relief withrespect to it or its respective debts, or ( b ) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any portion of itsassets, or Seller shall make a general assignment for the benefit of its creditors;or ( ii)there shall be commenced against Seller any case, proceeding or other action of a nature referred to in clause ( i ) above whichremains undismissed, undischarged or unbonded for a period of ninety ( 90)calendar days ; or ( iii)there shall be commenced against Seller any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against ( a ) all or any substantial portionof its assets and/or ( b ) theRoyalties, which results in the entry of an order for any such relief which shallnot have been vacated, discharged, stayed, satisfied or bonded pending appealwithin forty - five ( 45 ) calendar days from the entry thereof ; or ( iv)Seller shall take any action in furtherance of, orindicating its consent to, approval of, or acquiescence in, any of the acts setforth in clause ( i ), ( ii ) or ( iii ) above ; or ( v)Seller shall become unable, admit in writing its inability, or fail generally, to pay its debts as they become due ; or ( vi)Seller shall be in a financial condition such that the sumof its debts, as they become due and mature, is greater than the fair value ofits property on a going concern basis