definiens: means any Losses pursuant to ( a ) Section 11.2(a ) or 11.2(b ) of this Agreement, with respect to any inaccuracy in or breach of any representation or warranty made by any Seller Party in Section5.11 of this Agreement or any allegation contained in any Third Party Claim that, if true, would be a breach orinaccuracy of any representation or warranty made by any Seller Party in Section 5.11 of this Agreement, ( b ) anymatter, item, condition or circumstance listed, contained or otherwise disclosed in any report listed on Section 5.11 ofthe Disclosure Schedule, and/or ( c ) any matter, item, condition or circumstance otherwise discovered during thecourse of any additional subsurface investigation of the Leased Premises conducted in material compliance withSection 3.2(c)(ii ) that was present at, in, under, on, above or about the Leased Premises as of the Closing Date andarising under any Environmental Law or contractual provision ( including, without limitation, any provision of theExisting Lease ) relating to environmental matters