definiens: of such settlement or Final Judg ment . shall mean a claim ma de by Acquiror in an Indemnity Claim Notice delivered at or prior to the Closing that : ( a ) cons titutes or involves an allegation by Parent that th ere was any inaccuracy in, or breach of, any representation or warranty made by the -92- Company in this Agreement as of the date of this Ag reement, without giving effect to ( i ) any or other materiality qualification, or any similar qualification, that is contained or incorporated directly or indirectly in such representation or wa rranty and that would otherwise limit the scope or effect of such representation or warranty, or ( ii ) any Disclo sure Memorandum Update made or purported to have be en made on or after the date of this Agreement ; or ( b ) constitutes or involves an allegation by Parent th at there has been any failure by the Company to perform or compl y, in whole or in part, with any obligation, agreem ent or covenant in this Agreement