Common use of Non-Compensatory Damages Clause in Contracts

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (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 by this Agreement, 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 SM Energy, on behalf of each of 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 this Agreement or the transactions contemplated by 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 Indemnified Parties or SM nor Seller Indemnified Parties shall be entitled to recover from SM Energy Seller or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreementhereby, 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 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 SM EnergySeller, on behalf of each of SM Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kindprofits, arising in connection with or with respect to this Agreement or the transactions contemplated by this Agreementhereby. This Section 13.9 section shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) by way of injunction pursuant to Section 12.214.2.

Non-Compensatory Damages. None of the Buyer Mitsui Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or BuyerMitsui, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement Acquisition Annex or the transactions contemplated by this AgreementAcquisition Annex, 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, BuyerMitsui, on behalf of each of the Buyer Mitsui Indemnified Parties, and SM EnergySM, on behalf of each of 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 this Agreement Acquisition Annex or the transactions contemplated by this AgreementAcquisition Annex. This Section 13.9 shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) injunctive relief pursuant to Section 12.29.2.

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM nor the Seller Indemnified Parties shall will be entitled to recover from SM Energy Seller or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential consequential, punitive, exemplary, remote or speculative damages or damages for lost profits), punitive or exemplary damages 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 by this Agreementhereby, 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 partyThird 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 SM EnergySeller, on behalf of each of SM the Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and indirect, exemplary, consequential damages, remote or speculative, including consequential damages for lost profits of any kindkind (other than lost profits proven to be direct damages), arising in connection with or with respect to this Agreement or the transactions contemplated by 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 12.2hereby.

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM nor Seller Indemnified Parties shall be entitled to recover from SM Energy Seller or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreementhereby, 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 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, BuyerXxxxx, on behalf of each of the Buyer Indemnified Parties, and SM EnergySeller, on behalf of each of SM Seller Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kindprofits, arising in connection with or with respect to this Agreement or the transactions contemplated by this Agreementhereby. This Section 13.9 section shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) by way of injunction pursuant to Section 12.2.to

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 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 SM Energy, on behalf of each of SM Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kindprofits, arising in connection with this Agreement or the transactions contemplated by this Agreement. This Section 13.9 ‎13.9 shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to Section 12.2‎12.2. Notwithstanding the foregoing, lost profits shall not be excluded by this provision as to recovery hereunder to the extent constituting direct damages.

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or BuyerBuyers, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 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, each Buyer, on behalf of each of the its Buyer Indemnified Parties, and SM EnergySM, on behalf of each of the 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 this Agreement or the transactions contemplated by this Agreement. This Section 13.9 shall not restrict Buyerany 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 BG Indemnified Parties or SM nor EXCO Indemnified Parties shall be entitled to recover from SM Energy EXCO or Buyer, as applicableBG, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreementhereby, 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 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, BuyerBG, on behalf of each of the Buyer BG Indemnified Parties, and SM EnergyEXCO, on behalf of each of SM EXCO Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kindprofits, arising in connection with or with respect to this Agreement or the transactions contemplated by this Agreementhereby. This Section 13.9 section shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) by way of injunction pursuant to Section 12.2.to

Non-Compensatory Damages. None of the Buyer BG Indemnified Parties or SM EXCO Indemnified Parties or Contributed Companies shall be entitled to recover from SM Energy EXCO, BG or Buyer, as applicablethe Contributed Companies, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreementhereby, 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 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, BuyerBG, on behalf of each of the Buyer BG Indemnified PartiesParties and the Contributed Companies, and SM EnergyEXCO, on behalf of each of SM EXCO Indemnified PartiesParties and the Contributed Companies, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kindprofits, arising in connection with or with respect to this Agreement or the transactions contemplated by this Agreementhereby. This Section 13.9 shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) by way of injunction pursuant to Section 12.214.2.

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 SM Energy, on behalf of each of 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 this Agreement or the transactions contemplated by this Agreement. This Section 13.9 shall not restrict Buyerany 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 Mitsui Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or BuyerMitsui, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)consequential, punitive or exemplary damages or damages for lost profits of any kind arising under or in connection with this Agreement Acquisition Annex or the transactions contemplated by this AgreementAcquisition Annex, 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, BuyerXxxxxx, on behalf of each of the Buyer Mitsui Indemnified Parties, and SM EnergySM, on behalf of each of 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 this Agreement Acquisition Annex or the transactions contemplated by this AgreementAcquisition Annex. This Section 13.9 shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) injunctive relief pursuant to Section 12.29.2.

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 SM Energy, on behalf of each of SM Indemnified Parties, each waive any right to recover punitive, special, exemplary and consequential damages, including consequential damages for lost profits of any kindprofits, arising in connection with this Agreement or the transactions contemplated by 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 Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to Section 12.214.16.

Non-Compensatory Damages. None of the Buyer Indemnified Parties or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 SM Energy, on behalf of each of 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 this Agreement or the transactions contemplated by this Agreement. This Section 13.9 shall not restrict Buyerany 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 or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 SM Energy, on behalf of each of 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 this Agreement or the transactions contemplated by this Agreement. This Section 13.9 shall not restrict Buyerany 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 or SM Indemnified Parties shall be entitled to recover from SM Energy or Buyer, as applicable, or their respective Affiliates, any indirect, consequential (including consequential damages for lost profits)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 by this Agreement, 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 SM Energy, on behalf of each of 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 this Agreement or the transactions contemplated by this Agreement. This Section 13.9 shall not restrict Buyerany Party’s right to obtain specific performance or other equitable remedies (other than rescission) pursuant to Section 12.2.. 38

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 or SM nor Seller Indemnified Parties shall be entitled to recover from SM Energy Seller or Buyer, as applicable, or their respective Affiliates, any special, indirect, consequential (consequential, punitive, exemplary, remote or speculative damages, including consequential damages for lost profits), punitive or exemplary damages profits of any kind arising under or in connection with this Agreement or the transactions contemplated by this Agreementhereby, 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 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, ; and (ii) Buyer, on behalf of each of the Buyer Indemnified Parties, and SM EnergySeller, on behalf of each of SM the Seller Indemnified Parties, each waive any right to recover any special, indirect, consequential, punitive, specialexemplary, exemplary and consequential remote or speculative damages, including consequential damages for lost profits of any kind, arising in connection with or with respect to this Agreement or the transactions contemplated by 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 12.2hereby.