definiens: means any and all damages ( including all loss of profits, diminution in value, and incidental, indirect, consequential, special, reliance, exemplary, punitive, statutory and treble damages incurred by or awarded to Third Parties and required to be paid to Third Parties ), awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, and reasonable expenses ( including but not limited to, court costs, interest and fees of attorneys, accountants and other experts ) incurred by or awarded to Third Parties and required to be paid to Third Parties, in each case with respect to a Third Party Claim by reason of any judgment, order, decree, stipulation or injunction, or any settlement entered into in accordance with the indemnification provisions of this Agreement, together with all reasonable documented out - of - pocket costs and expenses incurred in complying with any judgments, orders, decrees, stipUlations and injunctions that arise from or relate to a Claim of a Third Party