Common use of Non-Compensatory Damages Clause in Contracts

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties Indemnitees nor the Seller Indemnified Parties Indemnitees shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind or loss of business opportunity arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified PartiesIndemnitees, and Seller, on behalf of each of the Seller Indemnified PartiesIndemnitees, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits or loss of business opportunity, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any special, indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages, including damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor or Seller Indemnified Parties shall be entitled to recover from Seller or Buyerany other Party, or their respective Affiliates, any indirect, special, incidental, consequential, punitive punitive, exemplary, remote or exemplary speculative damages or damages for lost profits of any kind to the extent not constituting actual or direct damages arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, Parties and Seller, on behalf of each of applicable Seller Indemnified PartiesParty, each waive any right to recover punitive, special, exemplary and indirect, exemplary, consequential damages, remote or speculative, including damages for lost profits of any kind to the extent not constituting actual or direct damages arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller or SM Indemnified Parties shall be entitled to recover from Seller SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequentialconsequential (including consequential damages for lost profits), punitive or exemplary damages of any kind arising under or in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Partythird party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and SellerSM Energy, on behalf of each of Seller SM Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated herebyby this Agreement. This Section 13.9 shall not restrict Buyer’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to Section 12.2.

Non-Compensatory Damages. None of the Buyer BG Indemnified Parties nor Seller EXCO Indemnified Parties shall be entitled to recover from Seller EXCO or BuyerBG, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, BuyerBG, on behalf of each of the Buyer BG Indemnified Parties, and SellerEXCO, on behalf of each of Seller EXCO Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby. This section shall not restrict any Party’s right to obtain specific performance or other equitable remedies by way of injunction pursuant to Section 14.2.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby. This section shall not restrict any Party’s right to obtain specific performance or other equitable remedies by way of injunction pursuant to Section 14.2.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller or Sellers’ Indemnified Parties shall be entitled to recover from Seller Sellers or Buyer, as applicable, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Partythird party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and SellerSellers, on behalf of each of Seller Sellers’ Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated herebyby this Agreement.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any punitive, special, indirect, consequentialremote, punitive speculative, exemplary or exemplary consequential damages of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentenceSUBJECT TO THE PRECEDING SENTENCE, BuyerBUYER, on behalf of each of the Buyer Indemnified PartiesON BEHALF OF EACH OF THE BUYER INDEMNIFIED PARTIES, and SellerAND SELLER, on behalf of each of Seller Indemnified PartiesON BEHALF OF EACH OF SELLER INDEMNIFIED PARTIES, each waive any right to recover punitiveWAIVE ANY RIGHT TO RECOVER PUNITIVE, specialSPECIAL, exemplary and consequential damagesINDIRECT, arising in connection with or with respect to this Agreement or the transactions contemplated herebyREMOTE, SPECULATIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES, ARISING IN CONNECTION WITH OR WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirectpunitive, consequentialspecial, punitive exemplary or exemplary consequential damages of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Group or Seller Indemnified Parties Group shall be entitled to recover from Seller or Buyer, as applicable, or their respective Affiliatesaffiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Partythird party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified PartiesGroup, and Seller, on behalf of each of the Seller Indemnified PartiesGroup, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated herebyby this Agreement. This Section 20.15 shall not restrict any Party’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to this Agreement.

Non-Compensatory Damages. None Notwithstanding anything to the contrary in this Agreement, none of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller Sellers or Buyer, or their respective Affiliates, any special, indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages, including damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor or Seller Indemnified Parties shall be entitled to recover from Seller or Buyerany other Party, or their respective Affiliates, any indirect, special, incidental, consequential, punitive punitive, exemplary, remote or exemplary speculative damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, Parties and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and indirect, exemplary, consequential damages, remote or speculative, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall will be entitled to recover from Seller or Buyer, as applicable, or their respective Affiliates, any special, indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages (including any damages based upon multiples, lost profits or loss of any kind business opportunity) arising under or in connection with this Agreement Agreement, the Seller’s Certificate, the Buyer’s Certificate or the transactions contemplated herebyTransactions, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall will not be excluded by this provision as to recovery hereunder. Subject subject to the preceding sentence, Buyerbuyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential damages, remote or speculative damages arising in connection with or with respect to this Agreement Agreement, the Seller’s Certificate, the Buyer’s Certificate or the transactions contemplated herebyother Transaction Documents or the Transactions.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirectpunitive, consequentialspecial, punitive exemplary or exemplary consequential damages of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, BuyerXxxxx, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer BG Indemnified Parties nor Seller EXCO Indemnified Parties shall be entitled to recover from Seller EXCO or BuyerBG, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, BuyerBG, on behalf of each of the Buyer BG Indemnified Parties, and SellerEXCO, on behalf of each of Seller EXCO Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.. This section shall not restrict any Party’s right to obtain specific performance or other equitable remedies by way of injunction pursuant to

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any punitive, indirect, consequentialspecial, punitive exemplary, incidental or exemplary consequential damages, lost profits, or other business interruption damages of any kind arising under or in connection with this Agreement Agreement, the Transaction Documents, or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party (including a Governmental Authority but excluding any Affiliate of any Party), which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and SellerXxxxxx, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, indirect, special, exemplary exemplary, incidental and consequential damages, arising in connection with or with respect to this Agreement Agreement, the Transaction Documents, or the transactions contemplated hereby.hereby.‌

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall will be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages or damages for lost profits of any kind (other than lost profits proven to be direct damages) arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall will not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and indirect, exemplary, consequential damages, remote or speculative, including damages for lost profits of any kind (other than lost profits proven to be direct damages), arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any special, indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages, including damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, BuyerXxxxx, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, BuyerXxxxx, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.. This section shall not restrict any Party’s right to obtain specific performance or other equitable remedies by way of injunction pursuant to

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller Sellers or Buyer, or their respective Affiliates, any special, indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages, including damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and SellerSellers, on behalf of each of the Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Group or Seller Indemnified Parties Group shall be entitled to recover from Seller or Buyer, as applicable, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Partythird party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each member of the Buyer Indemnified PartiesGroup, and Seller, on behalf of each member of the Seller Indemnified PartiesGroup, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated herebyby this Agreement. This Section 20.15 shall not restrict any Party’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to this Agreement.

Non-Compensatory Damages. None of the Buyer Indemnified Parties Indemnitees nor the Seller Indemnified Parties Indemnitees shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind or loss of business opportunity arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, BuyerXxxxx, on behalf of each of the Buyer Indemnified PartiesIndemnitees, and SellerXxxxxx, on behalf of each of the Seller Indemnified PartiesIndemnitees, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits or loss of business opportunity, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties Indemnitees nor Seller Indemnified Parties Indemnitees shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits, of any kind kind, or loss of business opportunity, arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified PartiesIndemnitees, and Seller, on behalf of each of Seller Indemnified PartiesIndemnitees, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits or loss of business opportunity, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive 49 or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s 's fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s 's fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties Indemnitees nor Seller Indemnified Parties Indemnitees shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits, of any kind kind, or loss of business opportunity, arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party suffers such damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified PartiesIndemnitees, and SellerXxxxxx, on behalf of each of Seller Indemnified PartiesIndemnitees, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits or loss of business opportunity, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None Except for recoveries with respect to breaches of Section 4.15 which shall not be limited by this Section 13.11, (i) none of the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, any special, indirect, consequential, punitive punitive, exemplary, remote or exemplary speculative damages, including damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, ; and (ii) Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller or SM Indemnified Parties shall be entitled to recover from Seller SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages of any kind or damages for lost profits arising under or in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Partythird party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the Buyer Indemnified Parties, and SellerSM Energy, on behalf of each of Seller SM Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits, arising in connection with or with respect to this Agreement or the transactions contemplated herebyby this Agreement. Notwithstanding the foregoing, lost profits shall not be excluded by this Section 13.9 from the recovery under this Agreement to the extent constituting direct damages. This Section 13.9 shall not restrict any Party’s right to obtain specific performance pursuant to Section 14.16.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor Seller or SM Indemnified Parties shall be entitled to recover from Seller SM or BuyerBuyers, as applicable, or their respective Affiliates, any indirect, consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, each Buyer, on behalf of each of the its Buyer Indemnified Parties, and SellerSM, on behalf of each of Seller the SM Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated herebyby this Agreement. This Section shall not restrict any Party’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to Section 12.2.

Non-Compensatory Damages. None of the Buyer Indemnified Parties nor or the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, or their respective Affiliates, as applicable, any special, indirect, incidental, consequential, punitive punitive, exemplary, remote or exemplary speculative damages, including damages for lost profits of any kind arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such party Party suffers such damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending of such damages) to a Third Party, which damages (including costs of defense and reasonable attorney’s attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, Buyer, on behalf of each of the other Buyer Indemnified Parties, and Seller, on behalf of each of the other Seller Indemnified Parties, each waive any right to recover any special, indirect, incidental, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated hereby.