definiens: shall mean ( a ) with respect to any breach of a representation or warranty contained in this MoU, amaterial breach of such representation or warranty that has been made with the knowledge of the breaching Party, which breach would give rise to the failure of any Offer Condition, ( b ) with respect to any breaches or failures toperform any of the covenants or other agreements contained in this MoU ( other than those in Section ​6.1.2 ), amaterial breach, or material failure to perform, that is a consequence of an act undertaken by the breaching Party withthe knowledge that the taking of, or failure to take, such act is a material breach of this MoU, and ( c ) with respect toany breaches or failures to perform any of the covenants or other agreements contained in Section ​6.1.2, a breach, orfailure to perform, that is a consequence of an act undertaken by the breaching Party with the knowledge that thetaking of, or failure to take, such act is a breach of Section ​6.1.2