definiens: means all claims, threatened claims, damages, losses, suits, proceedings, liabilities, costs ( including reasonable legal expenses, costs of litigation and reasonable attorney ’s fees ), or judgments, whether for money or equitable relief, of any kind and is not limited to mattersasserted by Third Parties against a Party, but includes damages, losses, suits, proceedings, liabilities, costs ( including reasonable legalexpenses, costs of litigation and reasonable attorney ’s fees ), or judgments incurred or sustained by a Party in the absence of Third Partyclaims ; provided that no Party shall be liable to hold harmless or indemnify the [COMPANY] Indemnitees or Forma Indemnitees, A-4as applicable, for any damages, losses, suits, proceedings, liabilities or costs for punitive or exemplary damages, except to the extent theParty seeking indemnification is actually liable to a Third Party for such punitive or exemplary damages in connection with a claim by suchThird Party