Virgin Media 2006 Annual Report Download - page 248

2. INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Subject to the limitations set forth herein and in Section 3 hereof, the Company hereby agrees to indemnify Indemnitee as
follows:
(a) Basic Indemnification. The Company shall hold harmless and indemnify Indemnitee to the fullest extent authorized or
permitted (i) by the DGCL, or any other applicable law, the Certificate of Incorporation and the By−Laws as in effect on the date
hereof, or (ii) by any amendment, modification or restatement of any of the above authorizing or permitting such indemnification
which is adopted after the date hereof (but in the case of any such amendment, modification or restatement, only to the extent that
such amendment modification or restatement permits the Company to provide broader indemnification rights than the Company was
permitted to provide immediately prior to such amendment, modification or restatement).
(b) Additional Indemnification. Without limiting the generality of subsection 2(a) hereof, and subject to the terms of Section
3, in the event Indemnitee is, was or becomes a party to or witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Claim by reason of, or arising, in whole or in part, out of or in connection with an Indemnifiable
Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable after written demand is
presented to the Company but no later than the time periods prescribed in this Agreement, against any and all Expenses and Losses
related to or arising, in whole or in part, out of or in connection with such Claim in accordance with the procedures set forth in the
By−laws (or, to the extent that the By−laws are not expressly applicable to such Claim, in accordance with the procedures set forth in
the By−laws as though such procedures were applicable to such Claim) and this Agreement.
(c) Advancement of Expenses; Enforcement. In the event that the Indemnitee is, was or becomes a party to or witness or
other participant in any Claim by reason of an Indemnifiable Event, or is threatened to be made a party to or witness or other
participant in, a Claim by reason of, or arising out of, in whole or in part, or in connection with an Indemnifiable Event, if so requested
by Indemnitee by written demand, the Company shall advance to Indemnitee (within ten (10) days of receipt of such request) any and
all related Expenses, including Expenses reasonably expected to be incurred by Indemnitee within three months (such advanced
Expenses, “Advances”). In addition, the Company shall indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall pay Advances (within ten (10) days of receipt of such request) to Indemnitee in respect of such Expenses which are
incurred by Indemnitee in connection with any action brought by Indemnitee for (i) enforcement of this Agreement, including, without
limitation, indemnification of Expenses and/or Advances by the Company under this Agreement or any other agreement or Company
By−law now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to
such indemnification, Advances, or insurance recovery, as the case may be. Advances shall be unsecured and interest free. Advances
shall be made without regard to Indemnitee’s ability to repay the Advances, without regard to Indemnitee’s ultimate entitlement to
indemnification under this Agreement, and without regard to any determination by a Reviewing Party under Section 3(a) hereof. The
execution and delivery to the Company of this Agreement shall constitute an undertaking by the Indemnitee, to the extent that the
Indemnitee is required by law to make such an undertaking, to repay Advances to the extent that it is ultimately determined, in
accordance with the By−Laws and Section 3 of this Agreement, that Indemnitee is not entitled to be indemnified by the Company.
(d) Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Losses or Expenses,
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007