definiens: means losses, Taxes, and damages ( including reasonable attorneys ’, consulting and other professionalfees and expenses associated therewith ), in each case, whether or not arising out of third party claims and including allamounts paid in prosecution, investigation, defense or settlement of any of the foregoing, excluding indirect, unforeseeable2and punitive damages except to the extent paid or payable to a third party ; provided, however, that for purposes ofcomputing the amount of Damages incurred by any Person, there will be deducted an amount equal to the amount of anyinsurance proceeds, indemniﬁcation payments from third parties, contribution payments or reimbursements, in each case, that are actually received by such Person or any of such Person ’s Aﬃliates in connection with such Damages or thecircumstances giving rise thereto and net of such Person ’s costs of recovery ( including any reasonable expenses incurredby such Person, the amount of any deductible and the present value of all increases or adjustments to insurance premiumsarising from such insurance claim, if applicable )