Common use of Termination of Exchange Fund; No Liability Clause in Contracts

Termination of Exchange Fund; No Liability. At any time following six (6) months after the Effective Time, the Surviving Company shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, payable upon exchange of Shares (subject to surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b). Notwithstanding the foregoing, none of the Surviving Company, THL or the Paying Agent shall be liable to any holder of a Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest or other income received with respect thereto) remaining in made available to the Exchange Fund that have Agent and not been disbursed, disbursed (or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, ) to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Per Share Merger Consideration, Consideration payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b)their Certificates or Book-Entry Shares. Notwithstanding the foregoing, none of Parent, the Surviving CompanyCorporation, THL the Exchange Agent or the Paying Agent any other person shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by for Per Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share Certificates and Book-Entry Shares are not surrendered prior to the fifth (5th) anniversary of the Closing Date (or ADS has not been surrendered such earlier date immediately prior to the date on which the Merger Consideration in respect thereof such time as such amounts would otherwise escheat to or become the property of any Governmental Authority), any such unclaimed Per Share Merger Consideration in payable with respect to such shares of such Share Certificate, Uncertificated Share or ADS Company Common Stock shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At Any portion of the Exchange Fund (including cash, certificates representing shares of Parent Common Stock and the proceeds of any time following six (6investments of the Exchange Fund) months that remains unclaimed by the shareholders of the Company for 180 days after the Effective Time, the Surviving Company Time shall be entitled delivered to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders Parent. Any holder of Shares (whether represented by Share Certificates or Uncertificated other than Excluded Shares), and ) that has not theretofore complied with this Article IV shall thereafter such holders shall be entitled to look only to Parent for payment of the Per Share Consideration and any other applicable amounts pursuant to this Section 4.2 (in each case, after giving effect to any required Tax withholdings as provided in Section 4.3) upon due surrender of its Certificates (or affidavits of loss in lieu of the Certificates), without any interest thereon. Any Per Share Consideration remaining unclaimed by former holders of Common Stock immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the fullest extent permitted by applicable Law, become the property of the Surviving Company Corporation free and THL (subject to abandoned property, escheat clear of any claims or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, payable upon exchange interest of Shares (subject to surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b)any Person previously entitled thereto. Notwithstanding the foregoing, none of the Surviving CompanyCorporation, THL Parent, the Exchange Agent or the Paying Agent any other Person shall be liable to any former holder of a Share (whether represented by Share Certificates or Uncertificated Shares) or ADS Shares for any Merger Consideration or other amounts amount delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar LawLaws. If For the purposes of this Agreement, the term “Person” shall mean any Share Certificateindividual, Uncertificated Share corporation (including not-for-profit), general or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or become the property other entity of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share kind or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled theretonature.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the twelve-month anniversary of the First Effective Time, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.13, payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicabletheir Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares and compliance with the procedures in Section 2.03(b2.9(b), without any interest thereon. Notwithstanding the foregoing, none of the Surviving Parent, the Company, THL Purchaser, the Surviving Company or the Paying Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Any amounts remaining unclaimed by holders of a Certificate or Book-Entry Share Certificatetwo years after the First Effective Time (or such earlier date, Uncertificated Share or ADS has not been surrendered immediately prior to such time when the date on which the Merger Consideration in respect thereof amounts would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shallEntity) shall become, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, Parent free and clear of all any claims or interest interests of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the Effective Time, the Surviving Company Entity shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursedclaimed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to by holders of Shares or Warrants (whether represented by Share Certificates, Warrant Certificates or Uncertificated Sharesbook entry), and thereafter such holders shall be entitled to look only to the Surviving Company Entity and THL (subject to abandoned property, escheat or other similar Laws) HoldCo as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions with a record date prior to the Effective Time which may have been declared and authorized by the Company and which remain unpaid at the Effective Time, payable upon exchange surrender of Shares and/or Warrants (subject to surrender of Share Certificates and/or Warrant Certificates, if applicable) and compliance with the procedures in Section 2.03(b3.6(b). Notwithstanding the foregoing, none of the Surviving CompanyEntity, THL HoldCo or the Paying Agent shall be liable to any holder of a Share or a Warrant (whether represented by a Share Certificates Certificate, Warrant Certificate or Uncertificated Sharesbook entry) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority Entity pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share Share, Warrant Certificate or ADS Uncertificated Warrant has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental AuthorityEntity, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share Share, Warrant Certificate or ADS Uncertificated Warrant shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyHoldCo, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the Effective Time, the Surviving Company HurricaneCyclone shall be entitled to require the Paying Exchange Agent to deliver to it HurricaneCyclone any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s 's routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company Corporation and THL HurricaneCyclone (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f), payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.03(b)2.2(b) , without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CompanyCorporation, THL HurricaneCyclone or the Paying Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If Law and (ii) any portion of the Merger Consideration, including any amount payable in respect of Fractional Share CertificateConsideration in accordance with Section 2.5, Uncertificated Share or ADS has not been surrendered that remains undistributed to the holders of Certificates and Book-Entry Shares as of immediately prior to the date on which such time that the Merger Consideration in respect thereof or such cash would otherwise escheat to to, or become the property of of, any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS Entity shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyHurricaneCyclone, free and clear of all claims or interest interests of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six the nine (69) months after month anniversary of the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in portion of the Exchange Fund that have has not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, together with the amounts, if any, payable pursuant to Section 2.2(f), payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicabletheir Certificates (or affidavit of loss in lieu thereof in accordance with Section 2.2(e)) or Book Entry Shares and compliance with the procedures in Section 2.03(b2.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, Merger Sub, the Surviving CompanyCorporation, THL the Exchange Agent or the Paying Agent any other Person shall be liable to any holder of a Certificate or Book Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share CertificateTo the fullest extent permitted by Law, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the any Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental AuthorityEntity, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time shall become the property of the Surviving CompanyCorporation, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Merger Effective Time, the Surviving Company Entity shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company Entity and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions in accordance with Section 2.2(e), payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Book-Entry Shares and compliance with the procedures in Section 2.03(b2.2(b), without any interest thereon. Notwithstanding the foregoing, none of the Surviving CompanyEntity, THL Parent or the Paying Exchange Agent or any other Person shall be liable to any holder of a Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has Book-Entry Shares shall not have been surrendered immediately exchanged prior to the such date on which the related Merger Consideration in (and all dividends or other distributions with respect thereof to shares of Parent Common Stock pursuant to this Article II) would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration (and such dividends and distributions) in respect of such Share Certificate, Uncertificated Share or ADS thereof shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Effective TimeClosing Date, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Common Certificates, Preferred Certificates, Book-Entry Common Shares (whether represented by Share Certificates or Uncertificated Book-Entry Preferred Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors creditor thereof with respect to the applicable Per Common Share Merger Consideration or Per Preferred Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f) or on the Parent Series C Preferred Stock in accordance with Section 2.2(g), payable upon exchange of Shares (subject to due surrender of Share their Common Certificates, if Preferred Certificates, Book-Entry Common Shares or Book-Entry Preferred Shares, as applicable) , and compliance with the procedures in Section 2.03(b2.2(b), without any interest thereon. Notwithstanding the foregoing, none of neither Parent nor the Surviving Company, THL or the Paying Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share (whether represented by or Book-Entry Preferred Share Certificates or Uncertificated Shares) or ADS for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the first anniversary of the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disburseddisbursed to holders of Stock Certificates or Book-Entry Shares, or other than any such funds for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat escheat, or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, Consideration payable upon exchange of Shares (subject to due surrender of Share Certificatestheir Stock Certificates (or affidavit of loss in lieu thereof), if applicable) , and in respect of their Book-Entry Shares upon compliance with the procedures in Section 2.03(b3.3(b), without any interest thereon, and Parent shall remain liable for (subject to applicable abandoned property, escheat or other similar Laws) payment of their claim for the Merger Consideration payable upon due surrender of their Stock Certificates (or affidavit of loss in lieu thereof), if applicable, and in respect of their Book-Entry Shares upon compliance with the procedures in Section 3.3(b). Any amounts remaining unclaimed by holders of any such Stock Certificates or Book-Entry Shares five (5) years after the Effective Time, or at such earlier date as is immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority, will, to the extent permitted by applicable Law, become the property of the Surviving Corporation. Notwithstanding the foregoing, none of Parent, the Company, Merger Sub, the Surviving Company, THL Corporation or the Paying Agent shall be liable to any holder of a Stock Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts properly delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Agent to deliver to it or the Surviving Entity any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Sharesbook entry), and thereafter such holders shall be entitled to look only to the Surviving Company Entity and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time, payable upon exchange of Shares (subject to surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b3.4(b). Notwithstanding the foregoing, none of the Surviving CompanyEntity, THL Parent or the Paying Agent shall be liable to any holder of a Share (whether represented by a Share Certificates Certificate or Uncertificated Sharesbook entry) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority Entity pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Certificate or Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental AuthorityEntity, any such Merger Consideration in respect of such Share Certificate, Certificate or Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six Any portion of the Exchange Fund which remains undistributed to the holders of Certificates twelve (612) months after the Effective TimeTime shall, at the Surviving Company shall request of Parent, be entitled delivered to require Parent or otherwise according to the Paying Agent to deliver to it instruction of Parent, and any funds (including any interest received with respect thereto) remaining in holders of the Exchange Fund that Certificates who have not been disbursed, or for which disbursement is pending subject only surrendered such Certificates in compliance with this Section 2.2 shall after such delivery to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Shares), and thereafter such holders shall be entitled to Parent look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) solely as general creditors thereof for the cash constituting the Merger Consideration (which shall not accrue interest) pursuant to Section 2.1(a) with respect to the applicable Merger Consideration, payable upon exchange shares of Shares (subject to surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b)Company Common Stock formerly represented thereby. Notwithstanding anything to the foregoingcontrary in this Section 2.2, none of Parent, the Surviving Company, THL Corporation or the Paying Agent shall be liable to any holder of a Share (whether represented by Share Certificates or Uncertificated Shares) or ADS shares of Company Stock for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share CertificateAny amounts remaining unclaimed by Company shareholders two (2) years after the Effective Time (or such earlier date, Uncertificated Share or ADS has not been surrendered immediately prior to such time when the date on which the Merger Consideration in respect thereof amounts would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shallEntity) shall become, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all any claims or interest of any person Person previously entitled thereto. For purposes of this Agreement, "Laws" shall mean any law (including common law), statute, ordinance, code, regulation, rule, judgment, order, decree, injunction, arbitration award, decision, ruling or other pronouncement, of any Governmental Entity.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Company Merger Effective Time, the Surviving Company Parent shall be entitled to require the Paying Agent to deliver to it or its designee any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Company Common Shares, Company Preferred Shares (whether represented by Share Certificates or Uncertificated Shares)and/or Company Partnership Units, and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, Preferred Merger Consideration or OP Merger Consideration, as applicable, payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) and their Certificates or Book-Entry Shares and/or compliance with the requirements and procedures in Section 2.03(b2.2(b) or Section 2.2(c), as applicable, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving CompanyEntity, THL the Surviving Partnership or the Paying Agent or any other Person shall be liable to any holder of a Share (whether represented by Share Certificates or Uncertificated Company Common Shares) or ADS , Company Preferred Shares and/or Company Partnership Units, as applicable, for any Merger Consideration, Preferred Merger Consideration, OP Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) beginning on the date that is 12 months after the Effective Time, the Surviving Company shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, Consideration payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.03(b2.2(b), without any interest thereon. Notwithstanding the foregoing, none of the Surviving Company, THL or Parent, the Paying Agent or any other Person shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Any Merger Consideration in respect thereof remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS Entity shall, to the fullest extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all any claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest or other income received with respect thereto) remaining in made available to the Exchange Fund that have Agent and not been disbursed, disbursed (or for which disbursement is pending subject only to the Paying Exchange Agent’s 's routine administrative procedures, ) to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Per Share Merger Consideration, Consideration payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b)their Certificates or Book-Entry Shares. Notwithstanding the foregoing, none of Parent, the Surviving CompanyCorporation, THL the Exchange Agent or the Paying Agent any other person shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by for Per Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share Certificates and Book-Entry Shares are not surrendered prior to the fifth (5th) anniversary of the Closing Date (or ADS has not been surrendered such earlier date immediately prior to the date on which the Merger Consideration in respect thereof such time as such amounts would otherwise escheat to or become the property of any Governmental Authority), any such unclaimed Per Share Merger Consideration in payable with respect to such shares of such Share Certificate, Uncertificated Share or ADS Company Common Stock shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the Effective Time, the Surviving Company shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, payable upon exchange of Shares (subject to surrender of Share Certificates, if applicable) and compliance with the procedures in Section ‎Section 2.03(b). Notwithstanding the foregoing, none of the Surviving Company, THL or the Paying Agent shall be liable to any holder of a Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At Unless otherwise determined in the Withholding Tax Ruling, if such ruling is obtained, at any time following six twelve (612) months after the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares a Certificate, Book-Entry Share, ADS Certificate or Book-Entry ADS (whether represented by Share Certificates or Uncertificated other than holders of Excluded Shares), and thereafter provided that the ITA has agreed to such delivery of such funds to the Parent and, thereafter, such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Per Share Merger Consideration or Per ADS Merger Consideration, as applicable, payable upon exchange of Shares (subject to due surrender of Share Certificatestheir Certificate, if applicable) Book-Entry Share, ADS Certificate or Book-Entry ADS and compliance with the procedures in Section 2.03(b2.2(d) (with Parent acting as the Exchange Agent), without any interest thereon. Notwithstanding the foregoing, none of the Surviving Company, THL Parent, Merger Sub, or the Paying Exchange Agent shall be liable to any holder of a Share (whether represented by Share Certificates Certificate, Book-Entry Share, ADS Certificate or Uncertificated Shares) or Book-Entry ADS for any Per Share Merger Consideration Consideration, Per ADS Merger Consideration, dividends, or other amounts properly delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Company, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the 12-month anniversary of the Effective Time, the Surviving Company New Topco shall be entitled to require the Paying Exchange Agent to deliver to it New Topco any funds (including any interest received with respect thereto) or New Topco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company Corporation and THL New Topco (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions on New Topco Shares in accordance with Section 2.8(g) and any Fractional Share Consideration, payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.03(b2.8(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CompanyCorporation, THL New Topco or the Paying Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority pursuant to public official in accordance with any applicable abandoned property, escheat or similar Law. If Law and (ii) any Share Certificate, Uncertificated Share portion of the Merger Consideration or ADS has not been surrendered other cash that remains undistributed to the holders of Certificates and Book-Entry Shares as of immediately prior to the date on which such time that the Merger Consideration in respect thereof or such cash would otherwise escheat to to, or become the property of of, any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS Entity shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyNew Topco, free and clear of all claims or interest interests of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Effective Time, the Surviving Company Seaways shall be entitled to require the Paying Exchange Agent to deliver to it Seaways any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company Corporation and THL Seaways (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f), payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Certificates and compliance with the procedures in Section 2.03(b2.2(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CompanyCorporation, THL Seaways or the Paying Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If Law and (ii) any portion of the Merger Consideration, including any amount payable in respect of Fractional Share CertificateConsideration in accordance with Section 2.5, Uncertificated Share or ADS has not been surrendered that remains undistributed to the holders of Certificates and Book-Entry Shares as of immediately prior to the date on which the Merger Consideration in respect thereof or such cash would otherwise escheat to to, or become the property of of, any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS Entity shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanySeaways, free and clear of all claims or interest interests of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the 12 month anniversary of the Effective Time, the Surviving Company New Holdco shall be entitled to require the Paying Exchange Agent to deliver to it New Holdco any funds (including any interest received with respect thereto) or New Holdco Shares remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company Corporation and THL New Holdco (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions on New Holdco Shares in accordance with Section 2.8(g) and any Fractional Share Consideration, payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.03(b2.8(b), without any interest thereon. Notwithstanding the foregoing, (i) none of the Surviving CompanyCorporation, THL New Holdco or the Paying Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If Law and (ii) any Share Certificate, Uncertificated Share portion of the Merger Consideration or ADS has not been surrendered other cash that remains undistributed to the holders of Certificates and Book-Entry Shares as of immediately prior to the date on which such time that the Merger Consideration in respect thereof or such cash would otherwise escheat to to, or become the property of of, any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS Entity shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyNew Holdco, free and clear of all claims or interest interests of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Effective Time, the Surviving Company Entity shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Sharesbook entry), and thereafter such holders shall be entitled to look only to the Surviving Company Entity and THL Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration, including any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time, payable upon exchange of Shares (subject to surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b3.2(b). Notwithstanding the foregoing, none of the Surviving CompanyEntity, THL Parent or the Paying Agent shall be liable to any holder of a Share (whether represented by a Share Certificates Certificate or Uncertificated Sharesbook entry) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority Entity pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Certificate or Uncertificated Share or ADS has not been surrendered immediately prior to the date on which the Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental AuthorityEntity, any such Merger Consideration in respect of such Share Certificate, Certificate or Uncertificated Share or ADS shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all claims or interest of any person Person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six twelve (612) months after the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company Corporation and THL Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Merger Consideration, Consideration payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) their Certificates or Book-Entry Shares and in compliance with the procedures in Section 2.03(b3.2(b), without any interest thereon. Notwithstanding the foregoing, none of the Surviving CompanyCorporation, THL Parent or the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority public official pursuant to any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share or ADS has not been surrendered immediately prior to the date on Any amounts remaining unclaimed by such holders at such time at which the Merger Consideration in respect thereof such amounts would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Share Certificate, Uncertificated Share or ADS shallEntity shall become, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyCorporation or its designee, free and clear of all claims or interest of any person previously entitled thereto.

Termination of Exchange Fund; No Liability. At any time following six (6) months after the Effective Time, the Surviving Company Parent shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest or other income received with respect thereto) remaining in made available to the Exchange Fund that have Agent and not been disbursed, disbursed (or for which disbursement is pending subject only to the Paying Exchange Agent’s routine administrative procedures, ) to holders of Shares (whether represented by Share Certificates or Uncertificated Book-Entry Shares), and thereafter such holders shall be entitled to look only to the Surviving Company and THL Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the applicable Per Share Merger Consideration, Consideration payable upon exchange of Shares (subject to due surrender of Share Certificates, if applicable) and compliance with the procedures in Section 2.03(b)their Certificates or Book-Entry Shares. Notwithstanding the foregoing, none of Parent, the Surviving CompanyCorporation, THL the Exchange Agent or the Paying Agent any other person shall be liable to any holder of a Certificate or Book-Entry Share (whether represented by for Per Share Certificates or Uncertificated Shares) or ADS for any Merger Consideration or other amounts delivered to a Governmental Authority pursuant to in accordance with any applicable abandoned property, escheat or similar Law. If any Share Certificate, Uncertificated Share Certificates and Book-Entry Shares are not surrendered prior to the fifth (5th) anniversary of the Closing Date (or ADS has not been surrendered such earlier date immediately prior to the date on which the Merger Consideration in respect thereof such time as such amounts would otherwise escheat to or become the property of any Governmental Authority), any such unclaimed Per Share Merger Consideration in payable with respect to such shares of such Share Certificate, Uncertificated Share or ADS Company Common Stock shall, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving CompanyParent, free and clear of all claims or interest of any person previously entitled thereto.