definiens: means all damages, losses, injuries, penalties, fines, forfeitures, judgments, awards, costs, Taxes, charges, costs and expenses of any nature(including court costs, reasonable out - of - pocket legal, accountants ’, consultants ’ and experts’fees, charges, Liabilities and other costs and expenses incident to any Proceedings orinvestigation or the defense of any Claim ( whether or not litigation has commenced ) ) that havebeen incurred or properly paid ; provided, however, that ( i ) shall not include anyunforeseeable, speculative, and punitive damages ( except to the extent paid or payable by anIndemnified Party to a third party in connection with a Third Party Claim ) ; and ( ii ) for purposes ofcomputing the amount of Damages incurred or paid by a Person, there shall be deducted anamount equal to the amount of indemnification payments, contribution payments orreimbursements that are received by such Person or any of such Person ’s Affiliates in connectionwith such Damages or the circumstances giving rise thereto ; provided, however, that noIndemnified Party shall have an obligation to seek such payments or reimbursements