definiens: shall mean the amount of any actual liabi lity, loss, cost, expense, claim, award or judgment incurred or suffered by any Indemnified Person aris ing out of or resulting from the indemnified matter, whether attributable to personal injury, property damage, c ontract claims ( including contractual indemnity cla ims ), torts, or otherwise, including the costs and expenses of a ny and all Actions, demands, assessments, judgments, settlements and compromises relating thereto and an y reasonable fees and expenses of attorneys ; provid ed, however, that no Indemnified Person shall be entitl ed to indemnification under Section 10.1 for, and shall not include ( a ) any punitive, exemplary or sp ecial damages ( other than punitive, exemplary, or s pecial damages suffered by Persons other than Indemnified Persons for which an Indemnified Person has been he ld liable ) and ( b ) any liability, loss, cost, expense, claim, award or judgment to the extent resulting from or t o the extent increased by the actions or omissions of any Indemn ified Person after the Closing Date