Common use of Escheat Clause in Contracts

Escheat. Neither the Parent, the Merger Subsidiary nor the Company shall be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authority, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Laws, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the ParentParent Corporation, the Merger Subsidiary Acquisition Corporation nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration and any other distribution otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Company shall will be liable to any former holder of Company Common Stock Shares for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable LawsLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the ParentParent Corporation, the Merger Subsidiary Acquisition Corporation nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Company shall Surviving Corporation will be liable to any former holder of Company Common Capital Stock for any portion of the Net Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth second (2nd) anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Net Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authority, then the Net Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable LawsLaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the Parent, the Merger Subsidiary Purchaser nor the Surviving Company shall will be liable to any former holder of Company Common Stock Capital Shares for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration exchange prior to the sixth second anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authority, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable LawsLaw, become the property of the Surviving CorporationCompany, free and clear of all rights, interests and adverse claims of any person.

Escheat. Neither the ParentParent Corporation, the Merger Subsidiary Acquisition Corporation nor the Company shall will be liable to any former holder of Company Common Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. In the event any Certificate has not been surrendered for the Merger Consideration prior to the sixth anniversary of the Closing Date, or prior to such earlier date as of which such Certificate or the Merger Consideration payable upon the surrender thereof would otherwise escheat to or become the property of any Governmental Authoritygovernmental entity, then the Merger Consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Lawslaw, become the property of the Surviving Corporation, free and clear of all rights, interests and adverse claims of any person.