Common use of No Other Remedies Clause in Contracts

No Other Remedies. (a) Any and all remedies herein expressly conferred upon a party hereby are deemed exclusive of any other remedy conferred hereby or by law or equity on such party; provided, however, that any party hereto shall have the right to seek specific performance of the obligations of another party hereto under this Agreement if all of the conditions to the obligations of such party seeking specific performance set forth in Article VII or Article VIII, as the case may be, have been satisfied. In particular, except as provided in Sections 2.10 and 6.5, the remedies provided by Article IX for Losses shall be exclusive of any other rights or remedies available to a party against another party, either at law or in equity, in relation to any breach, default or nonperformance of any representation, warranty, covenant, agreement or undertaking made or entered into by such other party pursuant to this Agreement, any agreement executed pursuant to this Agreement or the transactions contemplated hereby. Notwithstanding any provision hereof or of the Ancillary Agreements, no party hereto shall be liable hereunder or under the Ancillary Agreements to any Buyer Indemnified Party or Louisiana-Pacific Indemnified Party for any incidental or consequential damages, or loss of profits, or opportunities, or any exemplary or punitive damages, regardless of the circumstances from which such damages arose. (b) No Action for termination or rescission, or claiming repudiation, of this Agreement or any agreement executed pursuant to this Agreement may be brought or maintained by any party against another party following the Closing Date no matter how severe, grave or fundamental any such breach, default or nonperformance may be by one party, except in the event of actual fraud in a material respect. Accordingly, the parties hereby expressly waive and forego any and all rights they may possess to bring any such Action. (c) With regard to Section 2.10, Section 9.6, this Section 13.9 and Section 13.13, each party hereto acknowledges that it has read and is familiar with, and hereby waives the benefit of, the provisions of California Civil Code Section 1542, which is set forth below: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

No Other Remedies. (a) Any and all remedies herein expressly conferred upon a party hereby are deemed exclusive of any other remedy conferred hereby or by law or equity on such party; provided, however, that any party hereto shall have the right to seek specific performance of the obligations of another party hereto under this Agreement if all of the conditions to the obligations of such party seeking specific performance set forth in Article VII or Article VIII, as the case may be, have been satisfied. In particular, except as provided in Sections 2.10 2.8, 6.5 and 6.511.5, the remedies provided by Article IX for Losses shall be exclusive of any other rights or remedies available to a party against another the other party, either at law or in equity, in relation to any breach, default or nonperformance of any representation, warranty, covenant, agreement or undertaking made or entered into by such other party pursuant to this Agreement, any agreement executed pursuant to this Agreement or the transactions contemplated hereby. Notwithstanding any provision hereof or of the Ancillary Agreements, no party hereto shall be liable hereunder or under the Ancillary Agreements to any Buyer Indemnified Party or Louisiana-Pacific Indemnified Party for any incidental or consequential damages, or loss of profits, or opportunities, or any exemplary or punitive damages, regardless of the circumstances from which such damages arose. (b) No Action for termination or rescission, or claiming repudiation, of this Agreement or any agreement executed pursuant to this Agreement may be brought or maintained by any party against another party following the Closing Date no matter how severe, grave or fundamental any such breach, default or nonperformance may be by one party, except in the event of actual fraud in a material respect. Accordingly, the parties hereby expressly waive and forego any and all rights they may possess to bring any such Action. (c) With regard to Section 2.102.8, Section 9.6, this Section 13.9 and Section 13.13, each party hereto acknowledges that it has read and is familiar with, and hereby waives the benefit of, the provisions of California Civil Code Section 1542, which is set forth below: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

No Other Remedies. (ai) The provisions of Sections 19 and 20 exclusively govern the matters specifically described therein; notwithstanding the foregoing, the provisions of Article II exclusively govern the matters specifically described therein. Any and all remedies herein expressly conferred upon a party hereby are deemed exclusive of any other remedy conferred hereby or by law or equity on such party; provided, however, that any party hereto shall have the right to seek specific performance of the obligations of another party hereto under this Agreement if all of the conditions to the obligations of such party seeking specific performance set forth in Article VII or Article VIII, as the case may be, have been satisfied. In particular, except as provided in Sections 2.10 and 6.5, the remedies provided by Article IX for Losses II and Sections 19 and 20 shall be exclusive of any other rights or remedies available to a party against another the other party, either at law or in equity, in relation to any breach, default or nonperformance of any representation, warranty, covenant, agreement or undertaking made or entered into by such other party pursuant to this Environmental Agreement, any agreement executed pursuant to this Environmental Agreement or the transactions contemplated hereby. Notwithstanding any provision hereof or of the Ancillary Agreements, no party hereto shall be liable hereunder or under the Ancillary Agreements to any Buyer Indemnified Party or Louisiana-Pacific Indemnified Party for any incidental or consequential damages, or loss of profits, or opportunities, or any exemplary or punitive damages, regardless of the circumstances from which such damages arose. (bii) No Action action for termination or rescission, or claiming repudiation, of this Environmental Agreement or any agreement executed pursuant to this Environmental Agreement may be brought or maintained by any either party against another party the other following the Closing Effective Date no matter how severe, grave or fundamental any such breach, default or nonperformance may be by one party, except in the event of actual fraud in a material respect. Accordingly, the parties hereby expressly waive and forego any and all rights they may possess to bring any such Action. (ciii) Notwithstanding any other provision in this Environmental Agreement, Seller shall have no liability to Buyer for any consequential damages suffered or incurred by any Buyer (or any of Buyer's Subsidiaries, or their respective officers, directors, shareholders, employees and agents) (including consequential damages that may relate to Buyer Losses) that arise from or relate to any actions taken (or not taken) by any Seller (or any of Seller's Subsidiaries, or their respective officers, directors, shareholders, employees and agents) under or pursuant to this Environmental Agreement, other than Buyer's Damages arising from Seller's failure to perform such work (a) in compliance with all applicable laws, including Environmental Laws, Environmental Permits and Governmental Orders, or (b) in a manner to avoid causing the unreasonable interference with the Buyer's conduct of the Business. (iv) With regard to Section 2.10, Section 9.6, this Section 13.9 28 as well as Section 4, Buyer and Section 13.13, Seller each party hereto acknowledges acknowledge that it has read and is familiar with, and hereby waives the benefit of, the provisions of California Civil Code Section section 1542, which is set forth below: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."the

No Other Remedies. (a) Any Each Purchasing Party agrees that (i) the rights and remedies provided to such Purchasing Party in this Article XII (and, as applicable, Section 15.07, Section 15.09, Section 15.10, Section 15.13 and Section 15.17) are the sole rights and remedies it has in any and all circumstances under this Agreement; (ii) it shall look solely and exclusively to the express remedies herein expressly conferred upon a party hereby are deemed exclusive of any other remedy conferred hereby or by law or equity on such party; provided, however, that any party hereto shall have the right provided to seek specific performance of the obligations of another party hereto it under this Agreement if (including this Article XII) with respect to any claim arising from, out of, or relating to any and all defaults and breaches, including any Parkway Breaches and any Parkway Willful Default and not to any assets of the conditions to direct or indirect members, managers, directors, officers, employees, shareholders, partners or agents of any of the obligations of such party seeking specific performance set forth in Article VII Parkway Parties or Article VIIIany other person, partnership, corporation or trust, as the case may be, have been satisfied. In particular, except as provided in Sections 2.10 and 6.5, the remedies provided by Article IX for Losses shall be exclusive principal of any other of the Parkway Parties or otherwise, whether disclosed or undisclosed, to enforce its rights hereunder; and (iii) that none of the direct or remedies available to a party against another partyindirect members, either at law managers, directors, officers, employees, shareholders, partners or in equity, in relation to any breach, default or nonperformance agents of any representation, warranty, covenant, agreement or undertaking made or entered into by such other party pursuant to this Agreement, any agreement executed pursuant to this Agreement or the transactions contemplated hereby. Notwithstanding any provision hereof or of the Ancillary AgreementsParkway Parties or any other person, no party hereto partnership, corporation or trust, as principal of any of the Parkway Parties or otherwise, whether disclosed or undisclosed, shall be liable have any personal obligation or liability hereunder or under the Ancillary Agreements any Closing Document, and such Purchasing Party shall not seek to assert any Buyer Indemnified Party such claim or Louisiana-Pacific Indemnified Party for enforce any incidental such rights hereunder or consequential damages, or loss of profits, or opportunities, or under any exemplary or punitive damages, regardless of the circumstances from which such damages aroseClosing Document. (b) No Action for termination or rescissionPOPLP and the Contribution Entities agree that they shall look solely and exclusively to the express remedies provided to them under this Agreement (including this Article XII) with respect to any claim arising from, out of, or claiming repudiation, of this Agreement or any agreement executed pursuant relating to this Agreement may be brought or maintained by any party against another party following the Closing Date no matter how severe, grave or fundamental any such breach, default or nonperformance may be by one party, except in the event of actual fraud in a material respect. Accordingly, the parties hereby expressly waive and forego any and all defaults and breaches and not to any assets of the direct or indirect members, managers, directors, officers, employees, shareholders, partners or agents of either Purchasing Party or any other person, partnership, corporation or trust, as principal of either Purchasing Party or otherwise, whether disclosed or undisclosed, to enforce its rights they may possess hereunder, and that none of the direct or indirect members, managers, directors, officers, employees, shareholders, partners or agents of either Purchasing Party or any other person, partnership, corporation or trust, as principal of either Purchasing Party or otherwise, whether disclosed or undisclosed, shall have any personal obligation or liability hereunder or under any Closing Document, and none of POPLP or the Contribution Entities shall seek to bring assert any such Actionclaim or enforce any such rights hereunder or under any Closing Document. (c) With regard to Section 2.10, Section 9.6, this Section 13.9 and Section 13.13, each party hereto acknowledges that it has read and is familiar with, and hereby waives the benefit of, the provisions of California Civil Code Section 1542, which is set forth below: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."