definiens: shall mean Parent, the Surviving Corporation, and their affiliates and each of their respective directors, officers, employees, and agents, and the term shall mean any loss, injury, claim, demand, settlement, judgment, award, fine, penalty, Liability, damage, Tax, Encumbrance, charge, cost or expense of any nature(including costs and reasonable attorneys ’ fees and disbursements and other litigation expenses ), whether or notinvolving the claim of another Person, but excluding any special, indirect, consequential, exemplary and punitivedamages and also excluding any damages associated with any lost profits or lost opportunities ; provided, however, that Damages may include any special, indirect, consequential, exemplary and punitive damages awarded to anythird party in any Third - Party Claim or agreed upon in settlement of any Third - Party Claim ; provided, further, that forpurposes of computing the amount of any Damages incurred by a Parent Indemnified Party there shall be deductedan amount equal to the amount of any insurance proceeds actually received or receivable by a Parent IndemnifiedParty in connection with such Damages or any of the circumstances giving rise thereto arising under an insurancepolicy purchased by the Company prior to the Effective Time