definiens: means all claims, threatened claim s, damages, losses, suits, proceedings, liabilities, costs ( including reasonable legal expe nses, costs of litigation and reasonable attorney ’s fees ), or judgments, whether for money or equitable relief, o f any kind and is not limited to matters asserted b y Third Parties against a Party, but includes claims, threa tened claims, damages, losses, suits, proceedings, liabilities, costs ( including reasonable legal expenses, costs o f litigation and reasonable attorney ’s fees ) or jud gments incurred or sustained by a Party in the absence of Third Party claims ; provided, that no Party shall b e liable to hold harmless or indemnify the [COMPANY] Indemnifi ed Parties or [COMPANY] Indemnified Parties, as applicable, for any claims, -3- threatened claims, damages, losses, suits, proceedi ngs, liabilities, costs or judgments for punitive o r exemplary damages, except to the extent the Party seeking ind emnification is actually liable to a Third Party fo r such punitive or exemplary damages in connection with a claim by such Third Party