2020-10-06_GENERAL DOCUMENTS - C1980004

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Case 1:20-bk-12043 Doc 454-1 Filed 10/06/20 Entered 10/06/20 15:40:33 Desc Exhibit A Page 12 of 31 so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the consents contemplated liereby are fulfilled to the extent possible. Section 7.11 Counter arts: This Agreement may be executed in any number of counterparts,and each such counterpart liereof sliall be deemed to be an original instrument, but all of such counterparts sliall constitute for all purposes one agreement. Any signature liereto delivered by a Party by facsimile or electronic transmission sliall be deemed an original signature liereto. Section 7.12 Damages. The Parties liereby agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that money damages or other legal remedies may not be an adequate remedy f'or any such damages. Accordingly, the Parties acknowledge and liereby agree that in the event of any breach or threatened breach of this Agreement by either of the Parties or their respective Affiliates, the other Party sliall be entitled to seek an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations set forth under this Agreement. The Parties futtlier agree that by seeking the remedies provided for in this Agreement, a Party liereto sliall not in any respect waive its right to seek any other form of relief thatmay be available to it(including monetary damages). Section 7.13 Waiver of Damages. Notwithstanding anything to the contrary contained herein, no Party sliall be entitled to lost profits, indirect,consequential,special, or punitive damages in connection with this Agreement and the transactions contemplated liereby and each of the Parties, for itself and on belialf of its respective Indemnitees, liereby expressly waives any right to lost profits,indirect,consequential,special, orpunitive damages in connection with this Agreement and the transactions contemplated hereby,provided that any lost profits,indirect,consequential,special, or punitive damages actually paid to a third party by an Indemnitee sliall be recoverable by such party. Section 7.14 Expenses and Fees. Each of the Parties sliall pay its own fees and expenses incident to the negotiation and preparation of this Agreement. Section 7.15 Confidentiality. The terms of this Agreement slialI be confidential and the Parties sliall not disclose the same to any other person or entity(other than their Affiliates) without prior written consent of the non-disclosing Party. This Agreement sliall not be recorded or publislied. Notwithstanding anything to the contrary contained herein,the Parties sliall be permitted to disclose the terms of this Agreement or provide a copy of this Agreement or any part liereof: (a) to their respective directors,officers, employees, agents,representatives,consultants,and advisors; (b) to a court having jurisdiction over the subject matter liereof in connection with either Party's right to enforce any term of this Agreement or such Party's rights granted hereunder; (c) if such disclosure is required by applicable laws; (d) if such disclosure is compelled or required by any applicable regulatory agency or governmental agency, including, but not limited to, FERC; or (e) if such disclosure is required by deposition, interrogatories, or requests for information or ll