definiens: means all damages, losses, injuries, penalties, fines, forfeitures, judgments, awards, costs, Taxes, charges, costs and expenses of any nature ( including court costs, rea sonable out - of - pocket legal, accountants ’, consultants ’ and experts ’ fees, charges, Liabilities and other cost s and expenses incident to any Proceedings or investigati on or the defense of any Claim ( whether or not liti gation has commenced ) ) that have been incurred or properly pai d ; provided, however, that ( i ) shall not include any unforeseeable, speculative, and punitive damage s ( except to the extent paid or payable by an Indem nified Party to a third party in connection with a Third P arty Claim ) ; and ( ii ) for purposes of computing the amount of Damages incurred or paid by a Person, there shall b e deducted an amount equal to the amount of indemni fication payments, contribution payments or reimbursements t hat are received by such Person or any of such Pers on ’s Affiliates in connection with such Damages or the c ircumstances giving rise thereto ; provided, however, that no Indemnified Party shall have an obligation to seek such payments or reimbursements