Virgin Media 2006 Annual Report Download - page 226

account of amounts due) from the claimant (or a statement from a third party for services rendered to the claimant) requesting such
advance or advances from time to time; provided, however, that if the DGCL requires, the payment of such expenses incurred by a
director or officer in such person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer) in advance of the final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under this Article VII or otherwise. Notwithstanding anything
to the contrary contained in this Article VII (including Section 13 of this Article VII), no demand on the Corporation will be required
for a claimant seeking to enforce his right to indemnification and advancement of expenses under this Article VII.
SECTION 4. INDEMNIFICATION BY A COURT. Notwithstanding any contrary determination in the specific case under Section 3
of this Article VII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of
Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the
extent otherwise permissible under Section 1 or Section 2 of this Article VII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VII, as the case may be. Neither a contrary
determination in the specific case under Section 3 of this Article VII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable
standard of conduct. Notice of a application for indemnification pursuant to this Section 4 shall be given to the Corporation promptly
upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.
SECTION 5. REMEDIES FOR NON−PAYMENT. If a claim under Section 1 or Section 2 of this Article VII is not paid in full by the
Corporation within thirty (30) days after a demand pursuant to Section 3 of this Article VII has been received by the Corporation (or if
demand is excused pursuant to Section of this Article VII, thirty (30) days after written notice to the Corporation), the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, ha been tendered to the Corporation) that the claimant has not met the
standard of conduct set forth in Section 1 or Section 2 of this Article VII, as the case may be, but the burden of proving such defense
shall be on the Corporation.
SECTION 6. BINDING EFFECT. If a determination shall have been made pursuant to Section 1 or Section 2 of this Article VII that
the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to Section 4 of this Article VII. The Corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant to Section 4 of this Article VII that the procedures and presumptions of this Article VII are not valid, binding
and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article VII.
SECTION 7. REMEDY NOT EXCLUSIVE. The right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article VII shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, the By−laws, agreement, policy, vote of
stockholders or Disinterested Directors or otherwise. No repeal or modification of this Article VII shall in any way diminish or
adversely affect the rights of any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or
matter arising prior to any such repeal or modification. The provisions of this Article VII shall not be deemed to preclude the
indemnification of any person who is
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007