Common use of Indemnity Escrow Account Clause in Contracts

Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission

Indemnity Escrow Account. The (a) At the Closing, the Buyer shall deposit $2,000,000 (which may be in the form of an irrevocable, direct pay letter of credit or similar bank guarantee (the "Indemnity Letter of Credit"), in either case in form reasonably acceptable to the Buyer from a financial institution reasonably acceptable to the Buyer issued to the Escrow Agent on behalf of the Seller) into an escrow account with an escrow agent mutually acceptable to the Buyer and the Seller (the "Indemnity Escrow Amount Account"). Such amount or instrument shall be maintained held in and paid out of the Indemnity Escrow Account in accordance with the terms hereof and the terms of an Indemnity Escrow Agreement to be entered into among the Buyer, the Seller and the escrow account until the first year anniversary of the Closing Date agent (the "Escrow PeriodAgent"), in form and substance mutually agreeable among such parties (the "Indemnity Escrow Agreement"). (b) for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject Pursuant to the terms hereof and of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, funds held in the Indemnity Escrow Account or drawn under the Indemnity Letter of Credit shall be applied by the Escrow Agent to make cash payments to the Buyer equal to the Indemnity Amounts. The "Indemnity Amounts" shall deliver or cause be those amounts deemed to be delivered due to Axys the balanceBuyer as indemnification pursuant to the provisions of Section 12.1 hereof and, if any, remaining in at the escrow account. If, upon expiration option of the Buyer, amounts in respect of Employment Claims pursuant to Section 6.12. The Escrow Period, DPII Agent shall have asserted a claim for indemnity promptly pay the Indemnity Amounts out of the Indemnity Escrow Account to the Buyer in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement 12.1 hereof and the Indemnity Escrow Agreement. After The aggregate Indemnity Amounts payable pursuant to Section 12.1 hereof may exceed the amount of cash deposited by the Buyer on behalf of the Seller in the Indemnity Escrow Amount is exhausted Account or the face amount of the Indemnity Escrow Agreement is terminatedLetter of Credit deposited therein, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with as the Commissioncase may be.

Indemnity Escrow Account. The (a) Subject to Section 9.5 and Section 9.9, the Indemnity Escrow Amount Account shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") constitute partial security for the purpose benefit of satisfying claims by DPII for Buyer (on behalf of itself or any other Buyer Indemnitee) with respect to any indemnifiable Losses pursuant to the indemnification obligations of Sellers under this Section 8.2 9.2. Subject to Section 9.5 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject pursuant to the terms of this Section 8.2 and Article IX and set forth in the Indemnity Escrow Agreement, the Escrow Agent shall deliver hold the Indemnity Escrow Account until 11:59 p.m. local time on the date that is twelve months after the Closing Date (the “Indemnity Escrow Release Date”). Neither the Indemnity Escrow Shares (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any lien, sold, assigned or cause transferred by Sellers or Buyer or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of Sellers or Buyer, in each case prior to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration distribution of the Indemnity Escrow Period, DPII shall have asserted a claim for indemnity Shares to Sellers in accordance with Section 9.4(b) or to Buyer in accordance with this Section 8.2 Article 9 and Article IX or Section 2.13 the terms set forth in the Escrow Agreement. For purposes of this Agreement Article 9, the Indemnity Escrow Shares shall be valued at $10 per share (the “Value”). (b) Promptly following the Indemnity Escrow Release Date (but in no event later than two (2) Business Days thereafter), the Seller Representative and such claim is pending or unresolved at the time of such expiration, Buyer shall deliver to the Escrow Agent shall retain joint written instructions directing the Escrow Agent to distribute to Xxxxxxx Leisure (as directed by the Seller Representative) any remaining Dory Parent Common Shares in escrow the Indemnity Escrow Account less a number of shares of DPII Common Stock with a Fair Market Value (as defined Indemnity Escrow Shares in Section 8.2(g) below) the Indemnity Escrow Account equal to the aggregate value of all unsatisfied or disputed indemnifiable Losses set forth in any Claim Notice delivered to the asserted claim until such matter is resolvedSeller Representative on or prior to the Indemnity Table of Contents Escrow Release Date in accordance with this Article 9. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be Any portion of the Indemnity Escrow Amount pursuant to Shares held by the terms of this Agreement and Escrow Agent following the Indemnity Escrow AgreementRelease Date with respect to pending but unresolved claims for indemnification pursuant to this Article 9 that is not awarded to Buyer upon the resolution of such claims shall be promptly distributed by the Escrow Agent to Xxxxxxx Leisure. After The Buyer and Seller Representative shall, promptly after final resolution of such pending claims (but in no event later than two Business Days thereafter), execute a joint instruction to release such amounts from the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately Account in accordance with the Commissionsuch final resolution thereof.

Indemnity Escrow Account. The (a) From time to time on or before January 31, 2009 (the “Escrow Period”), Parent may, on behalf of itself or any Indemnified Party, give written notice (a “Notice”) to Pace and the Escrow Agent of any claim it has for Damages under Section 10.2 of the Merger Agreement (an “Indemnity Claim”). Each Notice shall (x) specify in reasonable detail and in good faith the nature of the Indemnity Claim underlying the specific provision of the Merger Agreement and (y) specify the dollar amount of the Indemnity Claim and the amount of such Indemnity Claim that exceeds the minimum amounts set forth in Section 10.3(c) of the Merger Agreement. (b) If Pace gives written notice to Parent and the Escrow Amount Agent disputing any Indemnity Claim or amount thereof (a “Counter Notice”) within 30 days following receipt by the Escrow Agent of the Notice regarding such Indemnity Claim, such Indemnity Claim shall be maintained resolved as provided in Section 5(d). If no Counter Notice is received by the escrow account until Escrow Agent within such 30-day period, then the amount claimed by the Parent shall be deemed established for purposes of this Agreement and the Merger Agreement on the first year anniversary of business day following the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX and the Indemnity Escrow Agreementsuch 30-day period, the Escrow Agent shall deliver or cause to be delivered the applicable Indemnified Party the amount equal to Axys the balance, if any, remaining amount claimed in the escrow accountNotice from (and only to the extent of) the Indemnity Escrow Account. If, upon expiration The Escrow Agent shall not inquire into or consider whether an Indemnity Claim falls within the category specified by Parent or complies with the requirements of the Escrow Period, DPII shall have asserted Merger Agreement. (c) If a claim for indemnity in accordance timely Counter Notice is given with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expirationrespect to an Indemnity Claim, the Escrow Agent shall retain make a payment with respect thereto only in escrow accordance with (i) a number Joint Instruction or (ii) a certified copy of shares a final non-appealable order or judgment of DPII Common Stock with a Fair Market Value court of competent jurisdiction (as defined in Section 8.2(g) below) equal a “Final Judgment”). The Escrow Agent shall act on such court order without further question. Each Joint Instruction or Final Judgment shall identify the Indemnity Claim to which it pertains and shall state the amount, if any, to be paid to the value applicable Indemnified Party in respect thereof. The parties hereto acknowledge that Escrow Agent is not expected to analyze judicial actions or arbitrational awards in order to determine their finality, their nonappealability or the jurisdiction or authority of the asserted claim until such matter courts or arbitrators rendering them. Accordingly, it is resolved. In agreed that for purposes hereof, jurisdiction, finality and nonappealability shall be deemed conclusively established upon the event Escrow Agent’s receipt of a certificate of the prevailing party to the effect that DPII 30 days has elapsed since entry of the order, judgment, decree or arbitration award in question and no appeal or motion seeking to set aside the effect of the order, judgment or decree in question has been filed by the non-prevailing party. (d) If at the time the Escrow Agent is entitled required to indemnification under make a payment to an Indemnified Party with respect to an Indemnity Claim pursuant to this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be 4 and the balance in the Indemnity Escrow Amount pursuant Account is insufficient to make the terms of this Agreement required payment in full, the Escrow Agent shall so notify the Parent, and shall pay the remaining balance in the Indemnity Escrow Agreement. After Account (but not in excess of such balance) to the Indemnity Escrow Amount is exhausted or Indemnified Parties in proportion to the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionamounts they are due.

Indemnity Escrow Account. The Escrow Agent shall make disbursements as provided in this Section 4(a) from the Indemnity Escrow Amount Account to satisfy Seller’s indemnification obligations pursuant to Article 7 of the Purchase Agreement. i. At any time prior to the Indemnity Escrow Distribution Date (as defined below), as promptly as practicable, but in any event within five (5) Business Days after receipt of, and in accordance with, (A) a Joint Written Direction or (B) a written instruction from Buyer attaching a final non-appealable court order from a court of competent jurisdiction having proper authority setting forth the amount of funds to be released to such Party from the Indemnity Escrow Account (a “Court Order”), Escrow Agent shall release or cause to be maintained released any such funds from the Indemnity Escrow Account in the escrow account until amounts, to the first year Persons, and in the manner set forth in such Joint Written Direction or Court Order (but only to the extent funds are available in the Indemnity Escrow Account). ii. Following the fifteen (15) month anniversary of the Closing Date (the "“Indemnity Escrow Period"Distribution Date”), Escrow Agent shall, upon receipt of a Joint Written Direction, which shall be provided by Buyer and Seller to Escrow Agent within two (2) for Business Days after the purpose Indemnity Escrow Distribution Date, release from the Indemnity Escrow Account the funds then remaining in the Indemnity Escrow Account to Seller, less the portion of satisfying claims such funds equal to the aggregate value of any Unresolved Claims (as defined below). An “Unresolved Claim” means any claim asserted by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Periodany Buyer Indemnitee with respect to Losses made pursuant to, and subject to the terms of this Section 8.2 and limitations of, Article IX and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration 7 of the Escrow Period, DPII shall have asserted Purchase Agreement that remains unresolved. An Unresolved Claim will remain “unresolved” until it is resolved by either (A) a claim for indemnity Joint Written Direction in accordance with this Section 8.2 and Article IX or Section 2.13 respect of this Agreement and such claim is pending or unresolved at the time (B) a written instruction from either Seller or Buyer attaching a Court Order in respect of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionclaim.

Indemnity Escrow Account. The (a) Subject to Section 8.3 and Section 8.7, the Indemnity Escrow Amount Account shall be maintained in constitute full security for the escrow account until benefit of KBL (on behalf of itself or any other KBL Indemnitee) with respect to any indemnifiable Losses pursuant to the first year anniversary indemnification obligations of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification Indemnifying Parties under this Section 8.2 8.2. Subject to Section 8.3 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject pursuant to the terms of this Section 8.2 and Article IX and set forth in the Indemnity Escrow Agreement, the Indemnity Escrow Agent shall deliver hold the Indemnity Escrow Account until 11:59 p.m. local time on the date that is twelve months after the Closing Date (the “Indemnity Escrow Release Date”). Neither the Indemnity Escrow Shares (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any lien, sold, assigned or cause transferred by KBL or the Surviving Corporation or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of KBL or the Surviving Corporation, in each case prior to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration distribution of the Indemnity Escrow Period, DPII shall have asserted a claim for indemnity Shares to the Indemnifying Parties in accordance with Section 8.4(b) or to KBL in accordance with this Section 8.2 Article 8 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and set forth in the Indemnity Escrow Agreement. After For purposes of this Article 8, the Indemnity Escrow Amount is exhausted or Shares shall be valued at the Per Share Redemption Price and shall be the sole recourse and source of recovery for any indemnity claims hereunder. (b) Promptly following the Indemnity Escrow Agreement Release Date (but in no event later than two (2) Business Days thereafter), the Stockholder Representative and KBL shall deliver to the Indemnity Escrow Agent joint written instructions directing the Indemnity Escrow Agent to distribute any remaining Transaction Shares in the Indemnity Escrow Account less a number of Indemnity Escrow Shares in the Indemnity Escrow Account equal to the aggregate value of all unsatisfied or disputed indemnifiable Losses set forth in any Claim Notice delivered to the Stockholder Representative on or prior to the Indemnity Escrow Release Date in accordance with this Article 8. Any portion of the Indemnity Escrow Shares held by the Indemnity Escrow Agent following the Indemnity Escrow Release Date with respect to pending but unresolved claims for indemnification pursuant to this Article 8 that is terminatednot awarded to KBL upon the resolution of such claims shall be promptly distributed by the Indemnity Escrow Agent to the Indemnifying Parties. KBL and the Stockholder Representative shall, *** Portions promptly after final resolution of such pending claims (but in no event later than two Business Days thereafter), execute a joint instruction to release such amounts from the Indemnity Escrow Account in accordance with such final resolution thereof. For purposes of this page have been omitted pursuant Section 8.4(b), for so long as at least one (1) Continuing KBL Director is serving as a director on the KBL Board, any instructions delivered to a request the Indemnity Escrow Agent must be signed by at least one Continuing KBL Director for Confidential Treatment and filed separately with the Commissionsuch instructions to be considered valid.

Indemnity Escrow Account. On the Closing Date, Buyer will, on behalf of Seller out of the Purchase Price, pay to the Escrow Agent, in immediately available funds, to the account designated by the Escrow Agent, an amount equal to Five Hundred Seventy-Five Thousand and no/100 Dollars ($575,000.00) (the “Indemnity Holdback”) to establish an escrow account (the “Indemnity Escrow Account”). The Indemnity Escrow Amount shall Account will be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII shall have asserted a claim for indemnity established in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After All payments related to undisputed and resolved claims that Seller is obligated to make to any Buyer Indemnitees pursuant to this Article 8 will be paid, to the extent there are sufficient funds in the Indemnity Escrow Account by release of funds to the Buyer Indemnitees from the Indemnity Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums relating to undisputed and resolved claims due and owing is given to Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnitee and will accordingly reduce the funds in the Indemnity Escrow Amount. On the date that is eighteen (18) months after the Closing Date (the “Indemnity Termination Date”), the Escrow Agent will release any funds held in the Indemnity Escrow Amount is exhausted or (to the extent not utilized to pay for any indemnification claims) to Seller, except that the Escrow Agent will retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of claims for indemnification under this Article 8 asserted prior to the Indemnity Termination Date but not yet resolved (“Unresolved Claims”); provided, that if no claim has been made to the Indemnity Holdback (other than with respect to the Protected Receivables) during the nine-month period after the Closing Date, Buyer and Seller shall jointly instruct the Escrow Agent to release one-half of the then-current Indemnity Holdback to Seller. The amounts retained for Unresolved Claims in the Indemnity Escrow Agreement is terminatedAccount will be released by the Escrow Agent (to the extent not utilized to pay Buyer Indemnitees or the Company, *** Portions as the case may be, for any such claims resolved in favor of the Buyer Indemnitees or the Company, as the case may be) upon their resolution in accordance with this page have been omitted pursuant to a request for Confidential Treatment Section 8.6 and filed separately with the Commissionterms of the respective Escrow Agreement.

Indemnity Escrow Account. The (a) At the Closing, the Buyer shall deposit DM 15,000,000 (which may be in the form of an irrevocable, direct pay letter of credit or similar bank guarantee (the "Indemnity Letter of Credit") (in either case acceptable to the Buyer) from a financial institution acceptable to the Buyer issued to the Escrow Agent on behalf of the Seller) into an escrow account with an escrow agent mutually acceptable to the Buyer and the Seller (the "Indemnity Escrow Amount Account"). Such amount or instrument shall be maintained held in and paid out of the Indemnity Escrow Account in accordance with the terms hereof and the terms of an Indemnity Escrow Agreement to be entered into among the Buyer, the Seller and the escrow account until the first year anniversary of the Closing Date agent (the "Escrow PeriodAgent"), in form and substance mutually agreeable among such parties (the "Indemnity Escrow Agreement"). (b) for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject Pursuant to the terms hereof and of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, funds held in the Indemnity Escrow Account or drawn under the Indemnity Letter of Credit shall be applied by the Escrow Agent shall deliver or cause to be delivered make cash payments to Axys the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) Buyer equal to the value of the asserted claim until such matter is resolvedIndemnity Amounts. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification The "Indemnity Amounts" shall be those amounts which are due to the Indemnity Escrow Amount Buyer as indemnification pursuant to the terms provisions of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionSection 12.1

Indemnity Escrow Account. The Indemnity Escrow Amount (a) Upon the final determination of the amount of any Losses for which a Purchaser Indemnified Party shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for entitled to indemnification under pursuant to this Section 8.2 Article VII, Purchaser and Article IX of this Agreement. Upon expiration of SellerCo shall promptly deliver a joint written instruction to the Escrow Period, and subject Agent to disburse an amount equal to the terms amount of this Section 8.2 and Article IX and such Losses from the funds remaining in the Indemnity Escrow AgreementAccount to one (1) or more accounts of Purchaser. Subject to the limitations set forth in this Article VII, in the event that the amount of such Losses as finally determined for which a Purchaser Indemnified Party is entitled to indemnification pursuant to this Article VII exceeds the funds remaining in the Indemnity Escrow Account, SellerCo shall pay to Purchaser, by wire transfer of immediately available funds, an amount equal to the difference between (i) the amount of such Losses (less any amount set off by Purchaser pursuant to Section 2.5) and (ii) the funds remaining in the Indemnity Escrow Account. (b) On or promptly after the Indemnity Escrow Release Date, Purchaser and SellerCo shall deliver a joint written instruction to the Escrow Agent shall deliver or cause to be delivered pay to Axys SellerCo the balance, if any, funds remaining in the escrow account. IfIndemnity Escrow Account (if any), upon expiration of the Escrow Period, DPII shall have asserted less any portion thereof that is subject to a pending claim for indemnity indemnification made in good faith by Purchaser pursuant to this Article VII. Upon the final resolution of any such unresolved claim in respect of which amounts had been retained (to the extent not utilized to satisfy such unresolved claims) in accordance with this Section 8.2 Article VII, then Purchaser and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, SellerCo shall deliver a joint written instruction to the Escrow Agent shall retain to pay such retained amounts to SellerCo in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately accordance with the Commissionpreceding sentence.

Indemnity Escrow Account. The Indemnity Escrow Amount shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balance, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) equal to the value of the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions 67 76 DPII shall be entitled to seek indemnification under this Section 8.2 or Article IX directly from Axys, subject to the limitations set forth in this Section 8.2 or Article IX, as applicable. In such event, as DPII's recourse for unsatisfied Damages owed to DPII, and unless otherwise agreed to in writing by Axys and DPII, Axys shall surrender to DPII for cancellation as promptly as practicable such number of this page have shares of DPII Common Stock with a Fair Market Value equal to the value of the remaining unsatisfied Damages owed to DPII. Without limiting the generality of the foregoing for purposes of illustration, if it is determined that DPII is entitled to indemnification by Axys for $800,000 in Damages (which amount has not been omitted pursuant previously satisfied out of the Indemnity Escrow Amount) and the Fair Market Value of DPII Common Stock is $8.00 per share of DPII Common Stock, then in satisfaction of the remaining Damages owed to a request DPII by Axys, Axys shall surrender to DPII for Confidential Treatment and filed separately with the Commissioncancellation 100,000 shares of DPII Common Stock as promptly as practicable.

Indemnity Escrow Account. The (a) At the Effective Time, Parent shall deposit, or shall cause to be deposited, 2,000,000 shares of Parent Common Stock that would otherwise be delivered to the holders of Company Ordinary Shares and the CVR Holders (pro rata in accordance with the aggregate Ordinary Per Share Stock Amount issuable to them) (the “Escrow Stock Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms of the Escrow Agreement in order to support the payment obligations (if any) of the holders of Company Ordinary Shares and the CVR Holders under Section 9.2(a)(iii). (b) The Escrow Stock Amount shall be maintained in available to compensate the escrow account until Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under Section 9.2(a)(iii). Except as set forth below, the first year anniversary of period during which claims for Losses to be recovered from the Indemnity Escrow Account may be made under this Agreement shall commence on the Closing Date and terminate on December 31, 2024 (the "“Escrow Period"”), provided, however, that (i) on the date that is two years from the date hereof, the Shareholder Representative and the Company shall instruct the Escrow Agent to release all but 1,500,000 shares of Parent Common Stock and distribute such shares in accordance with Section 9.4(c), and (ii) on the date that is three years from the date hereof, the Shareholder Representative and the Company shall instruct the Escrow Agent to release all but 1,000,000 shares of Parent Common Stock and distribute such shares in accordance with Section 9.4(c). Notwithstanding the foregoing, to the extent there is any pending claim under Section 9.2(a)(iii) at a time when shares of Parent Common Stock would be released pursuant to this Section 9.4(b) or the Escrow Period would otherwise terminate, the release of any shares of Parent Common Stock that is the subject of a pending claim shall be deferred until such claim is resolved and the termination of the Escrow Period shall be extended until the date that there are no longer any unresolved claims for recovery under Section 9.2(a)(iii). No Parent Indemnifying Party shall be liable under Section 9.2(a)(iii), and the Parent Indemnified Parties will not look to the Parent Indemnifying Parties with respect to any claim under Section 9.2(a)(iii) for which the purpose Shareholder Representative is notified following the termination of satisfying claims by DPII for indemnification under this the Escrow Period or if and to the extent the amount recoverable pursuant to Section 8.2 and Article IX 9.2(a)(iii) exceeds the portion of this Agreement. the Escrow Stock Amount remaining in the Indemnity Escrow Account. (c) Upon expiration any release of Shares from the Indemnity Escrow Account, including upon the termination of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX Shareholder Representative and the Indemnity Escrow Agreement, Company shall instruct the Escrow Agent shall deliver or cause to be delivered distribute (i) to Axys the balance, if any, remaining in the escrow account. If, upon expiration holders of the Escrow Period, DPII shall have asserted a claim for indemnity Ordinary Shares (pro rata in accordance with this Section 8.2 and Article IX or Section 2.13 the number of this Agreement and Ordinary Shares held by each such claim is pending or unresolved at holder immediately prior to the time of such expirationEffective Time), the Escrow Agent shall retain in escrow a number of shares of DPII Parent Common Stock equal to the product of (A) the total number of shares of Parent Common Stock remaining in the Indemnity Escrow Account, multiplied by (B) the Ordinary Shares Share Escrow Release Percentage, and (ii) to ECI BV (for payment to each CVR Holder, pro rata in accordance with a Fair Market Value their respective CVR Percentages (as defined in Section 8.2(g) below) the CVR Deeds)), a number of shares of Parent Common Stock equal to the value product of (A) the asserted claim until such matter is resolved. In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be total number of shares of Parent Common Stock remaining in the Indemnity Escrow Amount pursuant to Account multiplied by (B) the terms of this Agreement and the Indemnity CVR Share Escrow Agreement. After the Indemnity Escrow Amount is exhausted or the Indemnity Escrow Agreement is terminated, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionRelease Percentage.