definiens: means a transaction ( i ) similar to the transactions contemplated hereb y, or ( ii ) that could be inconsistent with, or that could otherwise preclude, the transactions contemplated hereby, including any ( A ) merger, consolidation, business c ombination, recapitalization, restructuring, sale o r purchase of assets, securities or debt instruments, dissolut ion, liquidation or other similar transaction of or involving the Company or any of its Subsidiaries, or ( B ) other ac quisition or equity investment transaction involvin g or otherwise relating to the Company or any of its Sub sidiaries, involving any other person other than Bu yer or any of its Affiliates, including the formation of a par tnership or joint venture with or for the Company o r its Subsidiaries . Each Seller and the Company shall, an d shall cause its Affiliates to, advise their appli cable officers, directors, managers, equityholders and employees of the existence of the foregoing covenants, and each Seller and the Company shall, and shall cause its Affiliat es to respond to any inquiry received by their resp ective Representatives regarding any Competing Transaction prior to the Anticipated Closing Date by ( x ) stati ng that the Company and its Affiliates are subject to the f oregoing covenants and ( y ) solely with respect to a nd communication received prior to the Anticipated Clo sing Date, promptly informing Buyer of the inquirin g party and the nature of the inquiry . Notwithstanding anyt hing herein to the contrary, if either Seller or th e Company, has breached or otherwise failed to perform in any material respect its obligations under this Agreeme nt in any manner that was the principal cause of the failure of the Closing to have occurred on or before the An ticipated Closing Date, then each reference to the in this Section 6.10 shall be deem ed to instead refer to the