definiens: means any and all diminution in value, losses, damages, Actions, Taxes or Liabilities ( including those arising out of any Action(including with respect to any Third Party Claim ), such as any settlement or compromise thereof or Order or award therein ) and any fees, costs andexpenses related thereto, including interest, ﬁnes, penalties, fees, disbursements and amounts paid in settlement ( including any reasonable attorney’sfees ), including, for the avoidance of doubt, any fees, costs and expenses arising out of or in connection with the Indemniﬁed Party ’s defense of anyThird Party Claim ; provided, that Losses shall exclude ( a ) any consequential or speculative damages that are not reasonably foreseeable and ( b ) anypunitive or exemplary damages, except, in each case to the extent actually awarded to a third party in respect of any Third Party Claim