definiens: means any ( A ) Tax Cla i m, ( B ) claim based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or a greement of the Seller or the Shareholder contained in this Agreement, ( C ) c laim based upon, arising out of or otherwise in respect of any and all liab ilities and obligations of any nature whatsoever of or relating to : ( I ) t he Seller or the Shareholder or their businesses either prior to or after t he Closing, excluding any liabilities and obligations expressly assumed by the Buyer pursuant to Section 1.3 or ( II ) the Purchased Assets prior to the Closing, excluding any liabilities and obligations expressly assu med by the Buyer pursuant to Section 1.3, ( D ) claim made by any third party with respect to the infringement or alleged infringement of any Pr oprietary Rights belonging or licensed to such third party which may arise f rom the use by the Buyer of the Purchased Assets ( provided, however, that in the case of the Buyer 's use of rights under the [COMPANY] License Agreem ents listed in Schedule 2.17(a ) of the Seller and Shareholder Disclosu re Schedule, a Buyer Claim will only include claims with respect to 30 < PAGE > infringement or alleged infringement of Propri etary Rights belonging to or licensed to third parties to the extent the Buyer 's use of such rights is substantially similar to the Seller ' s use of such rights prior to the Closing or is consistent with the Buyer 's performance of its obligations under the Supply Agreement ) and ( E ) claim made by any employee or former employee of the Seller ( including an y employees of Seller who are subsequently hired by the Buyer ) arising out o f or otherwise in respect of their employment or termination by the Seller