Virgin Media 2006 Annual Report Download - page 250

reasoning. The determination of the Reviewing Party shall be given no deference or precedential effect in any judicial proceeding.
(c) Change in Control of the Company. The Company agrees that if there is a Change in Control of the Company, then with
respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and expense advances under this
Agreement, any other agreements, the Certificate of Incorporation or the By−laws now or hereafter in effect relating to Claims for
Indemnifiable Events, the Company shall seek legal advice only from special independent counsel selected by Indemnitee and
approved by the Board of Directors (which approval shall not be unreasonably withheld), and who has not otherwise performed
services for the Company (other than in connection with such matters) or Indemnitee. Without limiting the Company’s obligation
under the immediately preceding sentence not to unreasonably withhold its consent to counsel selected by Indemnitee, in the event
that Indemnitee and the Company are unable to agree on the selection of the special independent counsel, such special independent
counsel shall be selected by lot from among at least five nationally recognized law firms each headquartered in New York City, New
York, each having no less than 250 lawyers. Such selection shall be made in the presence of Indemnitee (and his legal counsel or
either of them, as Indemnitee may elect). Such special independent counsel, among other things, shall determine whether and to what
extent the Indemnitee would be permitted to be indemnified under applicable law and shall render in a timely manner its written
opinion to the Company and Indemnitee to such effect.
The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to fully indemnify
such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.
4. MODIFICATION; WAIVER.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Any waiver to this agreement shall be
in writing.
5. SUBROGATION.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary or appropriate to
secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce
such rights.
6. NO DUPLICATION OF PAYMENTS.
The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment from the Company (under any insurance policy obtained
by the Company or otherwise, and including payment made directly to the Indemnitee by an insurer under such an insurance policy) of
the amounts otherwise indemnifiable hereunder.
5
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007