Common use of Indemnification Procedure; Notice; Defense Clause in Contracts

Indemnification Procedure; Notice; Defense. Promptly after becoming ------------------------------------------ aware of any UIH Losses or UPC Losses, as applicable, or the making of any claim or demand by any third party that may result in the incurrence of a UIH Loss or a UPC Loss, as applicable, the party indemnified (the "Indemnified Party") pursuant to this Section 4 will notify the party ----------------- providing indemnification (the "Indemnifying Party") pursuant to Section ------------------ 4 of this Agreement of such incurrence, claim or demand; provided, that the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability under Section 4(a) or 4(b) hereof, as applicable, except if the Indemnifying Party has been prejudiced by such failure to be so notified. In case of any notice to the Indemnifying Party, the Indemnifying Party shall be entitled to participate in, and, if it wishes, to assume, the defense of any such claim or demand and, after notice of its intent to assume such defense, the Indemnifying Party will not be liable for any attorney's fees or other expenses subsequently incurred by the Indemnified Party in connection with such claim; provided that the Indemnified Party shall have the right to employ -------- counsel to represent it if, in the reasonable judgment of the Indemnified Party's counsel, there is reasonably likely to be a conflict of interest such that representation of the Indemnifying Party and the Indemnified Party by the same counsel would violate the Code of Professional Responsibility or similar rules, in which event the reasonable fees and expenses of appropriate separate counsel shall be borne by the Indemnifying Party. If the Indemnifying Party does not elect within a reasonable time after receipt of notice to assume the defense of any suit brought to enforce a claim or demand referred to above, the Indemnified Party shall be entitled to assume the control of such defense, in which case the reasonable fees and expenses incurred by such Indemnified Party in the conduct of such defense, including the reasonable fees and expenses of counsel, shall be reimbursed by the Indemnifying Party as the same are incurred from time to time by such Indemnifying Party. In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for an Indemnified Party (in addition to local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened claim or action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action.

Indemnification Procedure; Notice; Defense. Promptly after ------------------------------------------ becoming ------------------------------------------ aware of any UIH Losses or UPC Losses, as applicable, Liabilities or the making of any claim or demand by any third party that may result in the incurrence of a any Liabilities, UIH Loss or a shall notify UPC Loss, as applicable, the party indemnified (the "Indemnified Party") pursuant to this Section 4 will notify the party ----------------- providing indemnification (the "Indemnifying Party") pursuant to Section ------------------ 4 of this Agreement of such incurrence, claim or demand; provided, that the failure of the Indemnified Party -------- UIH to so notify the Indemnifying Party UPC shall not relieve the Indemnifying Party UPC of any liability under Section 4(a) or 4(b) hereof, as applicable, except if the Indemnifying Party UPC has been materially prejudiced by such failure to be so notified. In case of any notice to the Indemnifying PartyUPC, the Indemnifying Party UPC shall be entitled to participate in, and, if it wishes, to assume, the defense of any such claim or demand and, after notice of its intent to assume such defense, the Indemnifying Party UPC will not be liable for any attorney's fees or other expenses subsequently incurred by the Indemnified Party UIH in connection with such claim; provided that the Indemnified Party UIH shall have the right to employ -------- counsel to -------- represent it if, in the reasonable judgment of the Indemnified PartyUIH's counsel, there is reasonably likely to be a conflict of interest such that representation of the Indemnifying Party UIH and the Indemnified Party UPC by the same counsel would violate the Code of Professional Responsibility or similar rules, in which event the reasonable fees and expenses of appropriate separate counsel shall be borne by the Indemnifying PartyUPC. If the Indemnifying Party UPC does not elect within a reasonable time after receipt of notice to assume the defense of any suit brought to enforce a claim or demand referred to above, the Indemnified Party UIH shall be entitled to assume the control of such defense, in which case the reasonable fees and expenses incurred by such Indemnified Party UIH in the conduct of such defense, including the reasonable fees and expenses of counsel, shall be reimbursed by the Indemnifying Party UPC as the same are incurred from time to time by such Indemnifying Party. In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for an Indemnified Party UIH (in addition to local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No Indemnifying Party shallUPC shall not, without the prior written consent of the Indemnified PartyUIH, effect any settlement of any pending or threatened claim or action in respect of which any Indemnified Party UIH is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party UIH unless such settlement includes an unconditional release of such Indemnified Party UIH from all liability on any claims that are the subject matter of such action.

Indemnification Procedure; Notice; Defense. Promptly after becoming ------------------------------------------ aware of any UIH Losses or UPC Losses, as applicable, Liabilities or the making of any claim or demand by any third party that may result in the incurrence of a any Liabilities, UIH Loss or a UPC Loss, as applicable, the party indemnified (the "Indemnified Party") pursuant to this Section 4 will shall notify the party ----------------- providing indemnification (the "Indemnifying Party") pursuant to Section ------------------ 4 of this Agreement Company of such incurrence, claim or demand; provided, that the failure of the Indemnified Party UIH to so notify the Indemnifying Party Company shall not relieve the Indemnifying Party Company of any liability under Section 4(a) or 4(b3(a) hereof, as applicable, except if the Indemnifying Party Company has been materially prejudiced by such failure to be so notified. In case of any notice to the Indemnifying PartyCompany, the Indemnifying Party Company shall be entitled to participate in, and, and if it wishes, to assume, the defense of any such claim or demand and, after notice of its intent to assume such defense, the Indemnifying Party Company will not be liable for any attorney's fees or other expenses subsequently incurred by the Indemnified Party UIH in connection with such claim; provided provided, that the Indemnified Party UIH shall have the right to employ -------- counsel to represent it if, in the reasonable judgment of the Indemnified PartyUIH's counsel, there is reasonably likely to be a conflict of interest such that representation of the Indemnifying Party UIH and the Indemnified Party Company by the same counsel would violate the Code of Professional Responsibility or similar rulescounsel, in which event the reasonable fees and expenses of appropriate separate counsel shall be borne by the Indemnifying PartyCompany. If the Indemnifying Party Company does not elect within a reasonable time after receipt of notice to assume the defense of any suit brought to enforce a claim or demand referred to above, the Indemnified Party UIH shall be entitled to assume the control of such defense, in which case the reasonable fees and expenses incurred by such Indemnified Party UIH in the conduct of such defense, including the reasonable fees and expenses of counsel, shall be reimbursed by the Indemnifying Party Company as the same are incurred from time to time by such Indemnifying Party. In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for an Indemnified Party UIH (in addition to local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No Indemnifying Party shallThe Company shall not, without the prior written consent of the Indemnified PartyUIH, effect any settlement of any pending or threatened claim or action in respect of which any Indemnified Party UIH is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party UIH unless such settlement includes an unconditional release of such Indemnified Party UIH from all liability on any claims that are the subject matter of such action.

Indemnification Procedure; Notice; Defense. Promptly after ------------------------------------------ becoming ------------------------------------------ aware of any UIH Losses or UPC Losses, as applicable, Liabilities or the making of any claim or demand by any third party that may result in the incurrence of a any Liabilities, UIH Loss or a shall notify UPC Loss, as applicable, the party indemnified (the "Indemnified Party") pursuant to this Section 4 will notify the party ----------------- providing indemnification (the "Indemnifying Party") pursuant to Section ------------------ 4 of this Agreement of such incurrence, claim or demand; provided, that the failure of the Indemnified Party -------- UIH to so notify the Indemnifying Party UPC shall not relieve the Indemnifying Party UPC of any liability under Section 4(a) or 4(b) hereof, as applicable, except if the Indemnifying Party UPC has been prejudiced by such failure to be so notified. In case of any notice to the Indemnifying PartyUPC, the Indemnifying Party UPC shall be entitled to participate in, and, if it wishes, to assume, the defense of any such claim or demand and, after notice of its intent to assume such defense, the Indemnifying Party UPC will not be liable for any attorney's fees or other expenses subsequently incurred by the Indemnified Party UIH in connection with such claim; provided that the Indemnified Party UIH shall have the right to employ -------- counsel to represent it -------- if, in the reasonable judgment of the Indemnified PartyUIH's counsel, there is reasonably likely to be a conflict of interest such that representation of the Indemnifying Party UIH and the Indemnified Party UPC by the same counsel would violate the Code of Professional Responsibility or similar rules, in which event the reasonable fees and expenses of appropriate separate counsel shall be borne by the Indemnifying PartyUPC. If the Indemnifying Party UPC does not elect within a reasonable time after receipt of notice to assume the defense of any suit brought to enforce a claim or demand referred to above, the Indemnified Party UIH shall be entitled to assume the control of such defense, in which case the reasonable fees and expenses incurred by such Indemnified Party in the UIH int he conduct of such defense, including the reasonable fees and expenses of counsel, shall be reimbursed by the Indemnifying Party UPC as the same are incurred from time to time by such Indemnifying Party. In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for an Indemnified Party UIH (in addition to local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No Indemnifying Party shallUPC shall not, without the prior written consent of the Indemnified PartyUIH, effect any settlement of any pending or threatened claim or action in respect of which any Indemnified Party UIH is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party UIH unless such settlement includes an unconditional release of such Indemnified Party UIH from all liability on any claims that are the subject matter of such action.

Indemnification Procedure; Notice; Defense. Promptly after becoming ------------------------------------------ aware of of. any UIH Losses or UPC Company Losses, as applicable, or the making of any claim or demand by any third party that may result in the incurrence of a UIH Loss or a UPC Company Loss, as applicable, the party indemnified (the "Indemnified Party") pursuant to this Section 4 will notify the party ----------------- providing indemnification (the "Indemnifying Party") pursuant to Section ------------------ 4 of this Agreement of such incurrence, claim or demand; provided, that the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability under Section 4(a) or 4(b) hereof, as applicable, except if the Indemnifying Party has been prejudiced by such failure to be so notified. In case of any notice to the Indemnifying Party, the Indemnifying Party shall be entitled to participate in, and, if it wishes, to assume, the defense of any such claim or demand and, after notice of its intent to assume such defense, the Indemnifying Party will not be liable for any attorney's fees or other expenses subsequently incurred by the Indemnified Party in connection with such claim; provided provided, that the Indemnified Party shall have the right to employ -------- counsel to represent it if, in the reasonable judgment of the Indemnified Party's counsel, there is reasonably likely to be a conflict of interest such that representation of the Indemnifying Party and the Indemnified Party by the same counsel would violate the Code of Professional Responsibility or similar rulesapplicable professional standards, in which event the reasonable fees and expenses of appropriate separate counsel shall be borne by the Indemnifying Party. If the Indemnifying Party does not elect within a reasonable time after receipt of notice to assume the defense of any suit brought to enforce a claim or demand referred to above, the Indemnified Party shall be entitled to assume the control of such defense, in which case ease the reasonable fees and expenses incurred by such Indemnified Party in the conduct of such defense, including the reasonable fees and expenses of counsel, shall be reimbursed by the Indemnifying Party as the same are incurred from time to time by such Indemnifying Party. In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for an Indemnified Party (in addition to local counsel) in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened claim or action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action.