definiens: means, with respect to any Seller Party, any of the following : ( i ) a material breach of Section 5.02 or 5.03 of th e Agreement by such Seller Party that is uncured within 30 days after written notice of the breach thereof ( provided, however, that a breach of Section 5.02 by any employee or contracto r of any Seller Party shall not, in and of itself, be a breach for the purpose of this paragra ph provided that Seller used commercially reasonable efforts, consistent with what Seller cus tomarily would have done prior to Closing, to prevent or remedy such a breach and such employe e or contractor was not acting at the instruction of a Seller Individual ) ; or ( ii)(A ) a m aterial Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commiss ion pursuant to the Company ’s application requesting co nfidential treatment under Rule 24b-2 of the Exchange Act - [ * * * * * ] denotes omissions