definiens: means, with respect to a Party, an actual and int entional fraud with respect to the making of the representations and wa rranties pursuant to ARTICLE 3 or ARTICLE 4 ( as applicable ) or any certificate delivered pursuant t o Section 2.5, provided, that such actual and intentional fraud of such Party shall only be deemed to exist i f Seller or Purchaser ( as applicable ) had actual knowledge ( as opposed to imputed or constructive kn owledge ) that the representations and warranties made by such Party pursuant to, in the case of Sell er, ARTICLE 3 ( as qualified by the Seller Disclosur e Schedule ) and any certificate delivered pursuant to Section 2.5 or, in the case of Purchaser, ARTICLE 4 and any certificate delivered pursuant to Section 2 .5, were actually breached when made, with the express intention that the other Party rely thereon to its detriment