definiens: shall mean losses, costs, Taxes, damages and expe nses, including reasonable out - of - pocket attorneys ’ fees and expenses and reasonable fees an d expenses of other professionals and experts, that have been incurred or properly paid by an Indemnified Party ; provided, however, that ( a ) shall not include any punitive damages ( in each case, except to the exten t paid or payable by an Indemnified Party to a Thir d Party in connection with a Third - Party Claim ) ; and ( b ) for purposes of computing the amount of Damages incurred or paid by a Person, there shall be deducted an amount equal to the amount of any insurance proceeds that are actually received by such Person or on behalf of su ch Person by any of such Person ’s Affiliates in con nection with such Damages or the circumstances giving rise thereto ( net of any costs and expenses reasonably i ncurred, or any increase in premiums or other penalties suff ered, by such Person in collecting such amounts )