Virgin Media 2006 Annual Report Download - page 251

7. NOTIFICATION AND DEFENSE OF CLAIM.
Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee will, if a request for
indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the
commencement thereof; but the omission so to notify the Company promptly will not relieve the Company from any liability unless
the Company is materially prejudiced by the failure to be so notified promptly, but in any case, the Company will not be relieved from
any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such Claim as to which
Indemnitee notifies the Company of the commencement thereof:
(a) the Company will be entitled to participate therein at its own expense; and
(b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying
party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the
Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this
Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than
reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its counsel in such Claim,
but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at
the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee
shall have reasonably concluded that there may be an actual or potential conflict of interest between the Company and the Indemnitee
in the conduct of the defense of such Claim or (iii) the Company shall not in fact have employed counsel to assume the defense of
such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not
be entitled to assume the defense of any Claim brought by or on behalf of the Company or as to which the Indemnitee shall have made
the conclusion provided for in clause (ii) of this subsection 7(b).
(c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of
any Claim effected without its prior written consent. The Company shall not settle any Claim in any manner which would impose any
penalty, limitation, admission, Loss or Expense on the Indemnitee without the Indemnitee’s prior written consent. Neither the
Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement; provided that Indemnitee may, in
his sole discretion, withhold consent to any proposed settlement that would impose any penalty, limitation, admission, Loss or
Expense on the Indemnitee other than a Loss or Expense covered under such proposed settlement.
8. NO PRESUMPTIONS.
For purposes of this Agreement, the termination of any Claim against Indemnitee by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the
commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under
applicable law shall be a defense to
6
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007