definiens: means any and all losses, damages, awards, assessments, judgments, fines, penalties, costsand expenses ( including reasonable attorneys ’ fees ), including, without limitation, those that are actual or reasonablyforeseeable . The amount of any such Indemnifiable Losses for the purposes of indemnification hereunder shall be limitedto the actual, direct and reasonably foreseeable damages sustained by the Indemnified Party determined net of the sum ofany amounts that would be reasonably expected to be recoverable by any Indemnified Party under insurance policies ofthe Indemnified Party with respect to such Indemnifiable Losses ( regardless of whether claims are actually made againstsuch insurance or whether such insurance recovery is actually obtained ) and refund, credit or reduction in tax realized orthat would be reasonably expected to be realizable by the Indemnified Party ( or any consolidated, combined or unitarygroup of which the Indemnified Party is also a member ) arising from the incurrence or payment of such IndemnifiableLosses ( based upon the maximum marginal tax rate applicable to such persons ), and shall not include any actual oralleged lost profits, lost opportunities or other consequential, incidental or special damages, provided, however, that anyactual or alleged lost profits, lost opportunities or other consequential, incidental or special damages recovered againstParent, Buyer or the Surviving Corporation as part of a Third - Party Claim brought against Parent, Buyer or the SurvivingCorporation may be included