definiens: means an intentional and willful material breach, or an intentionaland willful material failure to perform, in each case that is the consequence of an act or omission by a party with the knowledge that thetaking of such act or failure to take such act would cause a breach of this Agreement ; provided that ( 1 ) for purposes of this definition, all Representatives ( excluding Specified Persons ) shall be deemed to have been made aware of the requirements of Section 7.8(a)and ( 2 ) the failure of Parent or Merger Sub to accept for payment and pay for the Tendered Shares promptly following the Expiration Dateafter all Offer Conditions have been satisfied or waived in accordance with the terms of this Agreement shall constitute a Willful Breach byParent and Merger Sub, and Parent shall be liable to the Company for such Willful Breach as provided herein notwithstanding any terminationof this Agreement . The Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect inaccordance with its terms