definiens: means any Liabilities and Losses arising or resulting in whole or in part from any ( i ) claims of infringement or misappropriation of any futellectual Property resulting from acts committed by MLNM or its Affiliates, agents or consultants, ill ) condition, claim, defect, failure or other quality or characteristic of a Transferred Right and Asset ( other than an Assumed Liability from and after Closing ) that existed as of the Closing whether or not known to MLNM or disclosed to GLGC, ( ill ) contract or other obligation of MLNM or a MLNM Affiliate that is not an Assumed Liability, ( iy ) any failure of MLNM to obtain or pay for necessary Consents for the provision of any of the Transferred Rights and Assets to GLGC as contemplated in this Agreement and the Ancillary Agreements, and ( y ) any matter with respect to which MLNM is obligated to indemnify GLGC under Section 5.3