Escheat Laws. 5 1.6 Closing of Company Transfer Books....................................................5 1.7
Escheat Laws. Notwithstanding any provisions of this Section 2 to the contrary, neither FAFCO nor the Surviving Corporation shall be liable to any holder of the Company Common Certificates formerly representing Company Common Shares for any property properly delivered or amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Escheat Laws. Notwithstanding any other provision of this Article 1, none of Parent, Sub, Company, the Surviving Corporation, the Exchange Agent or any other party hereto shall be liable to any holder of Company Common Stock for any Parent Common Stock, or dividends or distributions thereon or cash in lieu of fractional shares, delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Escheat Laws. Notwithstanding any other provision of this Article 2, none of Merger Partner, Sub, Company, the Surviving Corporation, the Exchange Agent or any other party hereto shall be liable to any holder of Company Common Stock for any Merger Partner Common Stock, or dividends or distributions thereon or cash in lieu of fractional shares, delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Escheat Laws. Notwithstanding any provision of this Article II to the contrary, neither Parent nor the Surviving Corporation shall be liable to any holder of Certificates formerly representing shares of Acquired Company Stock for any property properly delivered or amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Escheat Laws. Notwithstanding any other provision of this Article 1, none of Parent, Sub, Company, the Surviving Corporation, the Exchange Agent or any other party hereto shall be liable to any holder of Company Common Stock for any Parent Class A Common Stock, or dividends or distributions thereon or cash in lieu of fractional shares, delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Escheat Laws. None of the Parent, the Company, the Representative, the Surviving Corporation or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official under applicable abandoned property, escheat or similar laws. Any portion of the Merger Consideration remaining unclaimed by holders of Company Common Stock two years after the Effective Time or two years after any Earnout Payment or Upside Payment becomes payable under this Agreement (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto.
Escheat Laws. Any amounts payable pursuant to this Agreement, but ------------ remaining unclaimed by the holders of Certificates or options five years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority), shall become, to the extent permitted by applicable law, the property of Merger Partner free and clear of any claims or interest of any Person previously entitled thereto, other than any such claim or interest which any Person would otherwise have thereto under applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority, provided such Person establishes such claim or interest as if such claim or interest were to be established pursuant to applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority. Notwithstanding any other provision of this Article 1, none of Merger Partner, Media Communications, Sub, Company, the Surviving Corporation, the Paying Agent or any other party hereto shall be liable to any holder of Company Common Stock for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Escheat Laws. Neither the Company nor the Surviving Corporation will be liable to any holder or former holder of Island Capital Stock or to any other Person with respect to any portion of the applicable Per Share Merger Consideration that may be payable upon due surrender of any share of Island Capital Stock that is delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.
Escheat Laws. 39 ARTICLE III
