definiens: means ( a ) a claim made by an UK Employee or UK Emp loyee representative before or after Closing for a failure or alleged fa ilure by the UK Seller to comply with its obligatio n to provide information and to inform and consult under the TUP E Regulations arising ( i ) out of, or relating to Bu yer or any Affiliate of the Buyer taking, or proposing to take, any measures or other actions in connection with the transfer of any UK Employees, to the Buyer or any Affiliate of the Buyer under the TUPE Regulations, ( ii ) by re ason of the timing of any measures information provided by the Buyer or any Affiliate of the Buyer, ( iii ) by r eason of either a refusal or failure or omission ( including an innocent omission ) by the Buyer to provide the U K Seller with -9- details of any measures or actions that the Buyer o r any Affiliate of the Buyer proposes to take with regard to the UK Employees, and ( b ) a claim made before or after Closing by an UK Employee by reason of a substantia l change proposed or made by the Buyer or any Affilia te of the Buyer to the working conditions or terms of employment ( including any pension arrangements ) of that UK Employee to the material detriment of the U K Employee including any UK Employee who resigned pri or to Closing by reason of such change, and for purposes of this definition, the expressions and shall have the same meaning as for the purposes of regulation 4(9 ) of t he TUPE Regulations