definiens: shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses ( including, without limitation, the costsand expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses ofattorneys ', accountants ', consultants ' and other professionals ' fees andexpenses incurred in the investigation or defense thereof or the enforcement ofrights hereunder ), but excluding consequential damages, loss of profits andpunitive damages ( other than such damages awarded to any third party against anIndemnified Party ) . Notwithstanding the foregoing, ( i ) Losses shall expresslyinclude any diminution in the fair value of any Asset ( other than goodwill ) and(ii ) for purposes of Section 3.17, Losses in 14 < Page > respect of any breach thereof shall be limited to the cost of any excessinventory to the extent such inventory constitutes a breach of suchrepresentation