Nature of Rights. The rights conferred upon indemnitees in this Article VII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
Nature of Rights. The Executive shall have the status of a mere unsecured creditor of the Company with respect to his or her right to receive any payment under this Agreement. This Agreement shall constitute a mere promise by the Company to make payments in the future of the benefits provided for herein. It is the intention of the parties hereto that the arrangements reflected in this Agreement shall be treated as unfunded for tax purposes and, if it should be determined that Title I of ERISA is applicable to this Agreement, for purposes of Title I of ERISA. Except as provided in Section 2(g), nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.
Nature of Rights. Except as provided in Section 2(f), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Corporation or any Affiliate of the Corporation and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Corporation or any Affiliate of the Corporation. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Corporation or any Affiliate of the Corporation shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.
Nature of Rights. The rights conferred upon an Indemnified Person in this Article 10 shall be contract rights and such rights shall continue as to an Indemnified Person who has ceased to be a Manager or Officer and shall inure to the benefit of the Indemnified Person’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article 10 that adversely affects any right of an Indemnified Person or its successors shall be prospective only and shall not limit, eliminate, or impair any such right involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
Nature of Rights. The right to indemnification and to advancement and recovery of Expenses conferred in this Agreement will not be exclusive of any other right that Indemnitee may have or subsequently acquire under any statute, provision of the Certificate of Incorporation or Bylaws of the Company or the organizational documents of any of the Company’s affiliates, agreement, vote of stockholders or directors, or otherwise. The right to indemnification and to advancement and recovery of Expenses conferred in this Agreement are contract rights that will continue as to Indemnitee once Indemnitee has ceased to be a director, officer, manager, employee or agent of or at the request of the Company, and will inure to the benefit of Indemnitee’s heirs, personal representatives and assigns. Notwithstanding the foregoing, the Company agrees that it is the indemnitor of first resort, i.e., its obligations to the Indemnitee are primary and the obligation of any other person or entity with which Indemnitee is affiliated (or any of that person’s or entity’s affiliates) other than the Company or its insurers (collectively, “Affiliates”) to provide advancement or indemnification for the same Losses incurred by Indemnitee are secondary. If any Affiliate pays or causes to be paid, for any reason, any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with Indemnitee, then (i) that Affiliate will be fully subrogated to all rights of Indemnitee with respect to such payment, and (ii) the Company shall reimburse that Affiliate for the payments actually made, to the extent indemnifiable under this Agreement.
Nature of Rights. If a claim for indemnification or advancement of Expenses hereunder by Indemnitee is not paid in full by Indemnitor within (a) 60 days after the receipt by Indemnitor of a written claim for indemnification or (b) 10 days after the receipt by Indemnitor of documentation of Expenses and the required undertaking, Indemnitee may at any time thereafter bring suit against Indemnitor to recover the unpaid amount of the claim, and if successful in whole or in part, Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim. The failure of Indemnitor (including its Board of Managers or any committee thereof, independent legal counsel, or members) to make a determination concerning the permissibility of such indemnification or advancement of Expenses for Indemnitee shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible. It is the parties’ intention that if Indemnitor contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court of appropriate jurisdiction to decide, and neither the failure of Indemnitor (including its Board of Managers, any committee or subgroup of the Board of Managers, independent legal counsel, or its members) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by Indemnitee (including its Board of Managers, any committee or subgroup of the Board of Managers, independent legal counsel, or its members) that the Indemnitee has not met such applicable standard of conduct shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. Accordingly, if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified hereunder under applicable law, then (x) Indemnitee shall not be required to reimburse Indemnitor for any Expenses theretofore paid in indemnifying Indemnitee and (y) Indemnitee shall be entitled to receive interim payments of Expenses pursuant to Section 4, in each case until a determination is made by such court in respect of Indemnitee’s claim for indemnification.
Nature of Rights. The rights conferred upon Indemnitees in this Section 4.7 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be the Managing Member, an Affiliate of the Managing Member, the Tax Representative, the Designated Individual or an officer or director of the Managing Member, the Company or their respective Affiliates. Any amendment, alteration or repeal of this Section 4.7 or of Article VI of the Amended and Restated Bylaws of the Managing Member that adversely affects any right of an Indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
Nature of Rights. The Authors grants the Publisher the non-exclusive rights to publish, republish, use, reuse, and reproduce the Work in the formats agreed upon herein. This right includes the power to incorporate the Work into other pre-existing compositions and to use the Work in future compilations. The Authors retains all rights to the Work and is free to submit the Work elsewhere for publication at any time. The Authors retains all rights to the Work and is free to submit the Work elsewhere for publication at any time
Nature of Rights. The Employee shall have the status of a mere unsecured creditor of Westport with respect to his or her right to receive any payment under this Agreement. This Agreement shall constitute a mere promise by the Company to make payments in the future of the benefits provided for herein. It is the intention of the parties hereto that the arrangements reflected in this Agreement shall be treated as unfunded for tax purposes and, if it should be determined that Title I of ERISA is applicable to this Agreement, for purposes of Title I of ERISA. Nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by Westport and for which the Employee may qualify, nor shall anything herein limit or reduce such rights as the Employee may have under any other agreements with Westport. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan or program of Westport shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.
Nature of Rights. The rights conferred upon indemnitees in this Article NINTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article NINTH that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
