definiens: shall meanlosses, damages, costs, expenses ( including reasonable attorneys fees ), obligations, judgments, liabilities, settlement payments, awards, fines, penalties, Taxes or deficiencies or other charges, ( i ) net of any amount of any insurance proceeds, indemnification payments, contribution payments and other similar payments recoverable by Parent Indemnified Parties inconnection with the facts or circumstances giving rise or otherwise relating to such losses or damages and ( ii ) excluding anyexemplary or punitive damages ; ( b ) any action, claim, suit, proceeding instituted, on or at any time after the Effective Time, by anyCompany Holder against any officer or director of the Company on the basis that such officer or the board of directors of theCompany breached his or its fiduciary duty on or prior to the Closing Date by authorizing and approving ( i ) this Agreement,(ii ) the transactions contemplated hereby and thereby or ( iii ) any amendments or modifications to the terms of any of theCompany Capital Stock in contemplation of the transactions contemplated 58 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, ASAMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER