definiens: means the amount of any damages, losses, claims, deficiencies, demands, injuries, liabilities, settlements, judgments, awards, fines, penalties, fees ( including A-8 reasonable attorneys ’ fees ), charges, costs ( including costs of investigation ), Tax, or expense of any nature, whetheror not involving any Litigation, including any costs of defending any Litigation incurred or suffered, or that arereasonably likely to be incurred or suffered, by a party with respect to or relating to any Litigation, event, circumstanceor state of facts ; provided that, except to the extent of the following is the subject of a third party claim against anIndemnified Party, shall not include any ( x ) exemplary, special or punitive damages, loss of businessreputation or opportunity, and in particular, without limitation, no or or similarvaluation methodology, or ( y ) any consequential, indirect or incidental damages to the extent not reasonablyforeseeable within a reasonable period of time following discovery by a party of the facts, events or circumstancesgiving rise to such damages