Post Damages definition
Post Damages shall include, to the extent proven and awarded by a court of competent jurisdiction, consequential, incidental and other indirect damages and all documented out-of-pocket expenses (including all professional fees and expenses) incurred by Post and its Affiliates in connection with the transactions contemplated by this Agreement, and (y) “Collection Costs” shall mean, if Post commences a Proceeding against the Investor which results in a judgment against the Investor for any Post Damages, all documented costs and expenses (including attorney’s fees and disbursements) incurred by Post in connection with such Proceeding, together with interest on such amount at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment; provided, that, in the event that the amount of Post Damages proven and awarded by a court of competent jurisdiction equals or exceeds $35,000,000, then the aggregate Collection Costs payable by the Investor shall be limited to One Million Five Hundred Thousand Dollars ($1,500,000), and in any event the aggregate amount of Post Damages and Collection Costs shall not exceed Thirty Six Million Five Hundred Thousand Dollars ($36,500,000).
Post Damages has the meaning specified in Section 8.2(b).