definiens: means any of the insurers under the R&W Insurance Policy;(iii ) means any ( i ) breach of or inaccuracy in any of the representations and warrantiescontained in Sections 4.14 and 4.15 of the Agreement, except the representation and warranty contained in the firsttwo sentences of Section 4.15(l ) of the Agreement which shall be excluded, or ( ii ) any claim for an indemnity inrespect of the indemnities given by the Sellers in Sections 1.1, 1.3 and 1.5 of the Tax Covenant only, in each case forwhich the Sellers would, in the absence of this Section 8.5 of this Agreement, have a contractual obligation toindemnify Purchaser;(iv ) means any claim or demand for monetary damages or other relief firstmade by a third party ( other than Purchaser or the Sellers ) against Purchaser, the Company or the CompanySubsidiaries after the Closing Date which constitute a Breach ; and(v ) means the retention against the R&W Insurance Policy ( being $ 4,500,000 at thedate hereof )