“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, Orders, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, damages, deficiencies, costs of investigation, court costs, and other expenses (including interest and penalties and, solely in connection with Third-Party Claims, reasonable attorneys’ fees and expenses).

"Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, taxes, Liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorney’s fees and expenses.

“Adverse Consequences” means any and all Actions, suits, proceedings, hearings, investigations, charges, claims, injunctions, judgments, orders, decrees, liabilities, damages, losses, obligations, penalties, costs, amounts paid in settlement, investigation or defense and fees (including court costs and reasonable attorneys’, accountants’, consultants’ and other experts’ fees and expenses).

“Adverse Consequences” means any damages, penalties, fines, costs, reasonable amounts paid in settlement, liabilities (including, without limitation, any liability which may arise under an alter ego, de facto control, de facto merger, successor, transferee or other similar theory or ground for liability), obligations, Taxes, losses, diminution in value, expenses, fees and court costs and reasonable attorney’s fees and expenses (but specifically excluding the amount thereof, if any, taken into account in the calculation of Final Net Working Capital as finally determined pursuant to [Section 2.2] and any consequential, incidental, punitive, special or exemplary damages or damages for lost or expected profits except to the extent paid to third parties) incurred in connection with any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree or ruling, net of # any amounts actually received by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor or pursuant to any indemnity, contribution or other similar payment by any Person with respect thereto, net of any expenses reasonably incurred in connection with the collection thereof, and # any Tax benefits actually realized by the Indemnified Party with respect thereto, as and to the extent such benefits are realized as a refund, credit or other reduction in Taxes (determined by comparing the Taxes that would have been payable taking into account any deductions attributable to the Adverse Consequences with those Taxes that would have been payable in the absence of such deductions, assuming that such deductions are the last item of deduction on any Tax return) in the Tax year in which the Adverse Consequences occur or in the immediately subsequent Tax year; provided that, with respect to subsection # above, # a Tax benefit actually realized shall be payable upon the filing of a Tax Return claiming such Tax benefit or if the benefit is a refund of previously paid Taxes, upon the receipt of such refund, # if Adverse Consequences are payable to an Indemnified Party pursuant to the terms of this Agreement prior to the time that a Tax benefit becomes payable hereunder, then the Adverse Consequences not reduced by the Tax benefit shall be paid in accordance with the terms of this Agreement, and the Indemnified Party shall reimburse the Indemnifying Party the amount of the Tax benefit within ten (10) days after such Tax benefit becomes payable, and # if Adverse Consequences are payable to an Indemnified Party pursuant to the terms of this Agreement after the time that a Tax benefit becomes payable hereunder, then the Adverse Consequences shall be reduced by the Tax benefit.