Paying Agent Matters. At any time following the first anniversary of the Closing Date, Buyer and the Company Surviving LLC shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent and which have not been disbursed to the Merger Participants, and thereafter, such Merger Participants shall be entitled to look only to the Company Surviving LLC (subject to abandoned property, escheat or other similar Laws), as general creditors thereof with respect to the payment of any Merger Participant Closing Date Consideration, that would otherwise be payable upon the delivery of the Letter of Transmittal by such Merger Participant, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such Merger Participant at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Laws, the property of Buyer, free and clear of all claims or interests of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Seller Representative, the Parent Parties or the Surviving LLCs shall be liable to any former Merger Participant for any portion of the Merger Participant Closing Date Consideration or interest thereon properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.
Paying Agent Matters. As promptly as practicable following the Acceptance Time, the Offeror shall deposit or cause to be deposited with a bank or trust company reasonably acceptable to the Company cash in an amount sufficient to pay the aggregate Offer Consideration.
Paying Agent Matters
