definiens: means the breach by the Buyer or the Transitory Subsidiary of a covenant or obligation of theBuyer or the Transitory Subsidiary under this Agreement where : ( a ) such covenant or obligation is material to the ability ofthe Buyer or the Transitory Subsidiary to timely consummate the transactions contemplated by this Agreement or otherwiseperform its obligations under this Agreement ; ( b ) the Buyer or the Transitory Subsidiary shall have materially and willfullybreached such covenant or obligation ; ( c ) the breach of such covenant or obligation shall not have been cured in all materialrespects ; and ( d ) any officer of the Buyer listed on Schedule 10.1 had actual knowledge, at the time of such breach of suchcovenant or obligation, ( i ) that the Buyer or the Transitory Subsidiary was breaching such covenant or obligation and ( ii ) ofthe consequences of such breach under this Agreement