definiens: means any and all losses, Proceedings, claims, Liabilities, damages, awards, Taxes, finesdeficiencies, expenses, ( including court costs and reasonable fees and expenses of attorneys, accountants, consultants and other experts ), including interest, penalties, and all amounts paid in investigation, defense orsettlement of any of the foregoing ; provided, that ( x ) such Losses shall exclude ( i ) punitive or exemplarydamages or Losses calculated by reference to any multiple of earnings, earnings before interest, tax, depreciation and/or amortization or any other financial metric or ( ii ) special, consequential or indirect damagesor lost profits that are not the reasonably foreseeable result of a breach of this Agreement and ( y ) thelimitations on Losses in ( x)(i ) and ( x)(ii ) above shall not apply to Third Party Claims for which any Party isobligated to indemnify another Person hereunder