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 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. 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 Indemnity Escrow Amount Shares shall be maintained in the escrow account established pursuant to the Escrow Agreement until the first year anniversary of date which is six months following the Closing Effective Date (the "Escrow Period") for the purpose of satisfying claims by DPII Parent and the Parent Group for indemnification by the Escrow Stockholders under Section 10.2(a) under this Section 8.2 and Article IX of this Agreement. X. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX 10.3 and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the balanceStockholder Representatives the balance of the Indemnity Escrow Shares, if any, remaining in the escrow account. If, upon expiration of the Escrow Period, DPII Parent or any member of the Parent Group shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement X and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a that number of shares of DPII Common Stock with a Indemnity Escrow Shares having an aggregate 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 Parent or any member of the Parent Group is entitled to indemnification from the Escrow Stockholders under this Section 8.210.2(a), Parent or Article IX, as applicable, DPIIany member of the Parent Group's first recourse for indemnification shall be the Indemnity Escrow Amount Shares (with such shares to be valued at the Fair Market Value) 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) 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 Indemnity Escrow Agreement is terminated, *** Portions Per Share Redemption Price and shall be the sole recourse and source of this page have been omitted pursuant to a request recovery for Confidential Treatment and filed separately with the Commissionany indemnity claims hereunder.

Indemnity Escrow Account. The Indemnity Escrow Amount Fund shall be maintained in the escrow account established pursuant to the Escrow Agreement until the first year anniversary of date which is eighteen (18) months following the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII Parent and the Parent Group for indemnification under this Section 8.2 and Article IX of this AgreementVIII. Upon expiration of the Escrow Period, and subject to the terms of this Section 8.2 and Article IX 8.3 and the Indemnity Escrow Agreement, the Escrow Agent shall deliver or cause to be delivered to Axys the Participating Securities holders the balance, if any, remaining in the escrow account, according to their respective interests therein. If, upon expiration of the Escrow Period, DPII Parent or any member of the Parent Group shall have asserted a claim for indemnity in accordance with this Section 8.2 and Article IX or Section 2.13 of this Agreement VIII and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in escrow a number an amount of shares of DPII Common Stock with a Fair Market Value (as defined in Section 8.2(g) below) cash equal to the value of the asserted claim until such matter is resolved. In the event that DPII Parent or any member of the Parent Group is entitled to indemnification under this Section 8.2Article VIII, Parent or Article IX, as applicable, DPIIany member of the Parent Group's first recourse for indemnification shall be the Indemnity Escrow Amount Fund 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 Commissionthis