definiens: shall mean all Losses that are or have been directly or indirectly paid, payable, suffered, borne or incurr ed by the Company and other Indemnified Parties ( or any of them ), and all Losses to which the Company and othe r Indemnified Parties ( or any of them ) otherwise be come or have become subject, that are paid, payable, suffer ed, borne or incurred at any time between the date of this Agreement and the Effective Time and that directly or indirectly arise or arose from or as a result of, or are or were directly or indirectly connected with, the Spe cified Litigation ( or any appeal relating to the Sp ecified Litigation ), including filing fees, court reporter fees, witness fees, accounting fees and expenses, o ther advisory fees and expenses, amounts paid or payable in full or partial settlement of the Specified Litigation ( including the Lump Sum Equivalent Amount of any settlement entere d into in connection with the Specified Litigation that is not a Lump Sum Settlement ), amounts paid or payable pursuant to any Order, license agreement, royalty agreement or any other Contract relating to, or ent ered into in connection with the full or partial se ttlement of, the Specified Litigation ( including the Lump Sum Eq uivalent Amount of any Final Judgment entered by th e court in connection with the Specified Litigation t hat is not a Lump Sum Judgment ), any amounts paid o r payable by or on behalf of the Company or any of th e Indemnified Parties to any Company Associate as indemnification or reimbursement of expenses or oth er amounts paid or payable by such Company Associat e in connection with the Specified Litigation, whether o r not such Company Associate has actually demanded such amounts prior to the Effective Time, and any other amounts directly or indirectly paid, payable, suffe red or incurred by the Company and other Indemnified Parti es at any time between the date of this Agreement a nd the Effective Time with respect to or in connection wit h the Specified Litigation ; provided, however, that ( i ) the Pre - Merger Specified Litigation Loss Amount shall not i nclude legal fees and expenses actually paid by the Company to its outside legal counsel between the da te of this Agreement and the Effective Time for lit igation services performed in connection with the Specified Litigation, and ( ii ) in computing the Pre - Merger S pecified Litigation Loss Amount, the amount of the Losses as sociated with any settlement entered into in connec tion with the Specified Litigation that is not a Lump Sum Set tlement, or any Final Judgment entered by the court in connection with the Specified Litigation that is no t a Lump Sum Judgment, shall be the of such settlement or Final Judgment . For t he avoidance of doubt, the amount of any Final Judg ment in the Specified Litigation shall be deemed ( and shall be included in the Pre - Merger Specified Litigation Loss Amount ) regardless of whether such Final Judgm ent remains subject to, or eligible for, an appeal