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

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating to the Merger Consideration that remains unclaimed by the stockholders of the Company or holders of Company Options one year after the Effective Time shall be returned to Acquirer. Any stockholders of the Company or holders of Company Options who have not theretofore complied with this Article II shall thereafter look only to Acquirer for payment of the Merger Consideration upon due surrender of their Certificates (or affidavits of loss in lieu thereof), without any interest thereon. Notwithstanding the foregoing, none of Acquirer, Merger Sub, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any former holder of Company Common Stock or holder of Company Options for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. If any Certificates shall not have been surrendered prior to the date immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating (including any interest received with respect thereto) that remains undistributed to the Merger Consideration that remains unclaimed by Members following the stockholders one year anniversary of the Company or holders end of Company Options one year after the Effective Time Period Two shall be returned delivered to Acquirer. Any stockholders of the Surviving Company or holders of Company Options upon demand, and any Members who have not theretofore complied with this Article II Section 1.5 shall thereafter be entitled to look only to Acquirer for payment of the Surviving Company (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration upon due surrender of their Certificates (or affidavits of loss in lieu thereof)Consideration, payable without any interest thereon. Notwithstanding the foregoing, none of AcquirerParent, Merger Sub, the Company, the Surviving Corporation, Company or the Paying Agent or any other Person shall be liable to any former holder Person in respect of Company Common Stock or holder of Company Options for any amount properly cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawsLaw. If any Certificates Merger Consideration shall not have been surrendered collected prior to one year (1) year after the date end of Period Two (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the date that property of any Governmental Authority), any such cash in respect of such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law, unclaimed funds payable with respect to such Certificates Merger Consideration shall, to the extent permitted by applicable lawLaw, become the property of the Surviving CorporationParent, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating that remains undistributed to the Merger Consideration that remains unclaimed by the stockholders of the Company or holders of Company Options Capital Stock for one year after the Effective Time shall be returned delivered to Acquirer. Any stockholders of the Company or holders Acquiror, upon demand, and any holder of Company Options Capital Stock immediately prior to the Effective Time who have has not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to Acquirer Acquiror, as a general unsecured creditor, for payment of the Merger Consideration upon due surrender of their Certificates (its claim for Acquiror Common Stock and any dividends or affidavits of loss in lieu thereof), without any interest thereondistributions with respect to Acquiror Common Stock. Notwithstanding anything to the foregoingcontrary in this Section 2.2, none of AcquirerAcquiror, Merger Sub, the Surviving Corporation, the Paying Agent Corporation or any other Person party hereto shall be liable to any former holder of Company Common Stock or holder of Company Options Person for any amount properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Lawslaw. If any Certificates shall not have been surrendered prior to or transferred by the date immediately prior to the date that on which any Merger Consideration, dividends (whether in cash, stock or property) or other distributions with respect such unclaimed funds Certificates would otherwise escheat to or become subject to the property of any abandoned propertyfederal, escheat state or similar lawlocal governments or governmental agency, unclaimed funds payable with respect to any such Certificates Merger Consideration, dividends or distributions shall, to the extent permitted by applicable lawLegal Requirements, become the property of the Surviving CorporationAcquiror, free and clear of all claims or interest interests of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating which remains undistributed to the Merger Consideration that remains unclaimed by the stockholders of the Company or holders of Company Options one year Certificates twelve (12) months after the Effective Time shall shall, at the request of Parent, be returned delivered to Acquirer. Any stockholders Parent or otherwise on the instruction of Parent, and any holders of the Company or holders of Company Options Certificates who have not theretofore complied surrendered such Certificates in compliance with this Article II shall thereafter after such delivery to Parent look only to Acquirer Parent for payment of the Merger Consideration upon due surrender of their Certificates (or affidavits of loss in lieu thereofpursuant to Section 1.6(a), without any interest thereon. Notwithstanding with respect to the foregoing, none of Acquirer, Merger Sub, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any former holder of Company Common Stock or holder of Company Options for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar LawsShares formerly represented thereby. If any Certificates shall not have been surrendered prior to five years after the date Effective Time (or immediately prior to the such earlier date that such unclaimed funds on which any Merger Consideration would otherwise escheat to or become subject to the property of any abandoned propertyGovernmental Entity), escheat or similar law, unclaimed funds payable with any such Merger Consideration in respect to such Certificates thereof shall, to the extent permitted by applicable lawLaw, become the property of the Surviving CorporationCompany, free and clear of all claims or interest of any Person person previously entitled thereto. Notwithstanding anything to the contrary in this Section 2.7, neither Parent, Merger Sub, the Paying Agent nor the Surviving Company shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating which remains undistributed to the Merger Consideration that remains unclaimed by the stockholders of the Company or holders of Company Options one year Certificates nine months after the Effective Time shall be returned delivered to Acquirer. Any stockholders Parent or otherwise on the instruction of Parent, and any holders of the Company Certificates or holders of Company Options Book-Entry Shares who have not theretofore complied surrendered such Certificates or Book-Entry Shares in compliance with this Article II Section 1.8 shall thereafter after such delivery to Parent look only to Acquirer Parent for payment of the Merger Consideration upon due surrender of their Certificates (or affidavits of loss in lieu thereofpursuant to Section 1.6(a), without any interest thereon. Notwithstanding with respect to the foregoing, none of Acquirer, Merger Sub, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any former holder of Company Common Stock or holder of Company Options for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar LawsShares formerly represented thereby. If any Certificates Certificate or Book-Entry Share shall not have been surrendered prior to five (5) years after the date Effective Time (or immediately prior to the such earlier date that such unclaimed funds on which any Merger Consideration would otherwise escheat to or become subject to the property of any abandoned propertyGovernmental Entity), escheat or similar law, unclaimed funds payable with any such Merger Consideration in respect to such Certificates thereof shall, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person person previously entitled thereto. Notwithstanding anything to the contrary in this Section 1.8, neither Parent, Merger Sub, the Company, the Paying Agent nor the Surviving Corporation shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.