definiens: shall mean that representations and warranty insurance policy in favor of Purchaserand the Purchaser Indemnitees provided by Ambridge Partners LLC, 520 Eigth Avenue, 25th Floor, New York, NewYork 10018 - 6507 securing certain obligations of the Sellers up to an amount of $ 10,000,000 for a period of 24 monthspursuant to ( i ) in the case of a breach of the Tax Covenant pursuant to Section 8.3(ii ) and 8.3(iv ) ( to the extentSection 8.3(iv ) relates to Section 8.3(ii ) ), and/or ( ii ) in the case of a breach of the IP Representations and/or the TaxRepresentations pursuant to Section 8.2(i ) and 8.2(iv ) ( to the extent Section 8.2(iv ) relates to Section 8.2(i ) ), thepremiums for such policy to be borne 50 % by the Sellers and 50 % by Purchaser