definiens: shall mean : ( a ) the failure by Talecris to meet the claims, representations or warranties made on labeled promotional orproduct information or on labeled products as required pursuant to this Agreement ; ( b ) any misrepresentation herein contained resulting in a material adverse effect on HQ or any material breach byTalecris of any warranty, obligation or other provision of this Agreement . It is acknowledged and agreed thatpersistent or repeated minor breaches can amount to a material breach if they cause a significant adverseeffect to HQ ; ( c ) an attachment is made of all or substantially all of the property or assets of Talecris ; ( d ) the making of a general assignment by Talecris for the benefit of its creditors ; ( e ) the appointment ( by court order or otherwise ) of a receiver, receiver and manager or a trustee for the benefitof one or more of the creditors of Talecris ; ( f ) the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or the filing of an answer oradmission seeking relief pursuant to applicable bankruptcy law pertaining to Talecris or any filing by oragainst Talecris of any proceedings under the Companies ’ Creditors Arrangement Act, R.S.C. 1985, c. C.-36,as amended, or comparable legislation in the USA ; or ( g ) the filing of an involuntary petition in bankruptcy pertaining to Talecris which petition is not dismissed, vacated, set aside or stayed within forty - five ( 45 ) days