Common use of Paying Agent Matters Clause in Contracts

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. At any time following the first anniversary of the Closing Date, Buyer Parent and the Surviving 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 Surviving 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 portion of the Aggregate Closing Date ConsiderationConsideration Estimate, 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 BuyerParent, 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 Company shall be liable to any former Merger Participant for any portion of the Merger Participant Aggregate Closing Date Consideration Estimate or interest thereon properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.

Paying Agent Matters. At any time following the first two (2) year anniversary of the Closing Date, Buyer and the Company Surviving LLC Parent Representative shall be entitled to require the Paying Agent Majority Member to deliver to it the Surviving LLC any funds (including any interest received with respect thereto) portion of the Merger Consideration that had been made available paid to the Paying Agent Majority Member at the Closing and which have has not been disbursed to the Merger ParticipantsMembers (unless such amount is the subject of a dispute between any Parties), and thereafter, such Merger Participants Members shall be entitled to look only to the Company Surviving LLC (subject to abandoned property, escheat or other similar Applicable 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 each such Merger ParticipantMember, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by each such Merger Participant Member 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 Applicable Laws, the property of BuyerParents, free and clear of all claims or interests of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Seller RepresentativeMajority Member, the Parent Parties Parents or the Surviving LLCs LLC shall be liable to any direct or indirect former Merger Participant Member (or any successor or assignee thereof) 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 Applicable Law.

Paying Agent Matters. At any time On the date that is two (2) years (or such shorter period as required by the Paying Agent) following the first anniversary of the Closing Date, Seller Representative and Buyer and the Company Surviving LLC shall be entitled to require cause the Paying Agent to deliver to it the Surviving Company any funds (including any interest received with respect thereto) that had been made available to the Paying Agent hereunder and which have not been disbursed to the Merger ParticipantsStockholders (or previously paid to Buyer or the Surviving Company pursuant to Section 2.7(b)(iii), and thereafter, such Merger Participants Stockholders shall be entitled to look only to the Surviving 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, amounts that would otherwise be payable upon the delivery of the Letter of Transmittal by such Merger ParticipantStockholder, as determined pursuant to this Agreement, without any interest thereon, and, for the avoidance of doubt, (a) Buyer shall have no liability with respect to such amounts to any such Stockholder; provided that Buyer fulfills all requisite obligations pursuant to Section 2.9(c)(i) and the Paying Agent Agreement and (b) the Surviving Company shall be obligated to pay such amounts to such Stockholder upon delivery of a completed and executed Letter of Transmittal with respect to such Stockholder’s Company Common Stock. Any amounts remaining unclaimed by such Merger Participant Stockholder at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority Body 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 Buyer Parties or the Surviving LLCs Company shall be liable to any former Merger Participant Securityholder for any portion of the Merger Participant Closing Date Consideration or other amounts payable to the Securityholders hereunder or interest thereon properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.