Common use of No Third-Person Beneficiaries Clause in Contracts

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers to any claim, cause of action, remedy, or right of any kind, except the rights expressly provided to the Persons described in Section 6.3, Section 6.7, and Section 11.5(b), in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b).

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers Seller to any claim, cause of action, remedy, or right of any kind, except the rights expressly provided to the Persons described in Section 6.37.1, Section 6.77.8, and Section 11.5(b)Article 12, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers Seller or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, exercised and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b12.4(b).

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers Seller to any claim, cause of action, remedy, remedy or right of any kind, except the rights expressly provided to the Persons described in Section 6.35.1, Section 6.7, 5.8 and Section 11.5(b)Article 11, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers Seller or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, exercised and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b).

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser Purchasers and Sellers to any claim, cause of action, remedy, remedy or right of any kind, except the rights expressly provided to the Persons described in Section 6.3, Section 6.7, 8.1 and Section 11.5(b13.4(b), in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers or Purchaser Purchasers acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, supplement or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b13.4(b).

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than the Purchaser Parties and Sellers Seller to any claim, cause of action, remedy, or right of any kind, except the rights expressly provided to the Persons described in Section 6.37.1, Section 6.77.13, Section 7.14, and Article 12 (including Section 11.5(b12.5(g)), in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers Seller or any Purchaser Party acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b12.5(b).

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers a Party to any claim, cause of action, remedy, remedy or right of any kind, except the rights expressly provided to the Persons described in Section 6.38.1, Section 6.78.6 (including any employee of any Subject Company), and Section 11.5(b)8.11, Article 13 and/or Section 14.13, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers the applicable Seller, Subject Company or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, supplement or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b)13.4 or by a Non-Recourse Person in connection with the enforcement of Section 14.11.

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers Seller to any claim, cause of action, remedy, remedy or right of any kind, except the rights expressly provided to the Persons described in Section 6.37.1, Section 6.710.4, Article 12, Section 13.11 and Section 11.5(b)13.13, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers Seller or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, exercised and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b12.5(b); provided, that that the Financing Sources may enforce on behalf of the Financing Related Parties (and each is an intended third party beneficiary of) the provisions of Section 7.15, Section 13.3, Section 13.7, Section 13.9, this Section 13.10, Section 13.11, and Section 13.16 (and any defined term used in any of the foregoing provisions).

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers a Party to any claim, cause of action, remedy, or right of any kind, except the rights expressly provided to the Persons described in Section 6.38.2, Section 6.78.17, and Article 13 and/or Section 11.5(b)14.16, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers Seller or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right 127 to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (ba) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b)13.4(b) or by a Non-Recourse Person in connection with the enforcement of Section 14.16.

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers a Party to any claim, cause of action, remedy, or right of any kind, except the rights expressly provided to the Persons described in Section 6.38.1, Section 6.78.10, and Article 13 and/or Section 11.5(b)14.13, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers the applicable Seller, Company or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder). Notwithstanding the foregoing: (a) the Parties reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) and (b) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b)13.4(c) or by a Non-Recourse Person in connection with the enforcement of Section 14.13.

No Third-Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and Sellers Seller to any claim, cause of action, remedy, remedy or right of any kind, except for (a) the rights expressly provided to the Persons described in Section 6.37.1, Section 6.7, 7.8 and Section 11.5(b)Article 12, in each case, only to the extent such rights are exercised or pursued, if at all, by Sellers Seller or Purchaser acting on behalf of such Person (which rights may be exercised in the sole discretion of the applicable Party hereunder)) and (b) Concho, which is expressly a beneficiary of Purchaser’s rights hereunder against Seller prior to Closing, which rights Concho may enforce against Seller prior to Closing upon prior written notice to Purchaser. Notwithstanding the foregoing: (ai) the Parties reserve the right to amend, modify, terminate, supplement, supplement or waive any provision of this Agreement or this entire Agreement without the consent or approval of any other Person (including any Indemnified Person) other than Concho pursuant to Section 13.9 and (bii) no Party hereunder shall have any direct liability to any permitted Third Party beneficiary, nor shall any permitted Third Party beneficiary have any right to exercise any rights hereunder for such Third Party beneficiary’s benefit except to the extent such rights are brought, exercised, exercised and administered by a Party or its successors and permitted assigns hereto in accordance with Section 11.5(b12.4(b).