definiens: ) from and against any Losses ( as defined below ) w hich arise out of or relate to : 33 ( A ) any misrepresentation or inaccuracy in, or bre ach of, any of the representations and warranties o f the Seller contained in Section 4.1 of this Agreeme nt or in any other Transaction Document ; provided, that for purposes of this Article 6, all of the representations and warranties set forth in Section 4.1 of this Agreement or in any other Transaction Document that are qualified a s to materiality, Material Adverse Effect, or other similar qualification shall be deemed to have been made wit hout any such qualification for purposes of determi ning the amount of Losses arising out of a breach of such re presentation or warranty ; ( B ) any breach of or failure to comply with, any o f the covenants or agreements of the Seller contain ed in this Agreement or in any other Transaction Docum ent ; ( C ) any Excluded Liabilities ; ( D ) any Fraud of the Seller ; ( E ) any Legal Proceeding initiated by any stockhol der of the Seller based on Seller ’s entering into this Agreement or consummating the transactions set forth herein ; or ( F ) any Liability of the Seller that becomes a Lia bility of any Purchaser Indemnitee under any bulk sales, bulk transfer or similar Laws of any jurisdi ction, under any common law doctrine of de facto me rger or successor liability, or otherwise by operation of l aw ( including, for the avoidance of doubt, as a res ult of the failure to comply with any applicable bulk sales Laws as de scribed in Section 5.2(E ) )