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

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, Community shall be entitled to require the 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 Exchange Agent’s routine administrative procedures, to holders of Steuben Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Community (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, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f), payable upon due surrender of their Steuben Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b), without any interest thereon. Notwithstanding the foregoing, neither Community nor the Exchange Agent shall be liable to any holder of a Steuben Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, Community SBC shall be entitled to require the 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 Exchange Agent’s routine administrative procedures, to holders of Steuben Holdings Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Community SBC (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 2.62.7, and any dividends or other distributions on shares of Community SBC Common Stock in accordance with Section 2.2(f2.3(f), payable upon due surrender of their Steuben Holdings Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b2.3(b), without any interest thereon. Notwithstanding the foregoing, neither Community SBC nor the Exchange Agent shall be liable to any holder of a Steuben Holdings Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Effective Time, Community shall be entitled to require the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in Any portion of the Exchange Fund that have not been disbursedremains unclaimed by the Company Stockholders 12 months following the Closing Date shall, at any time thereafter at the request of Acquiror, be delivered to Acquiror or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Steuben Certificates or Book-Entry Sharesas otherwise instructed by Acquiror, and thereafter such holders shall be entitled to look only to Community Acquiror (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable portion of the Aggregate Merger Consideration, including any cash amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on fractional shares of Community Acquiror Common Stock in accordance with Section 2.2(f3.07 and any cash dividends or distributions payable in accordance with Section 3.03(c), payable upon due surrender of their Steuben Company Certificates (or Book-Entry Shares affidavit of loss in lieu thereof in accordance with Section 3.04) and compliance with the procedures in Section 2.2(b3.03(b), in each case, without any interest thereon. Notwithstanding the foregoing, neither Community nor none of Acquiror, the Company, the Surviving Company or the Exchange Agent shall be liable to any holder of a Steuben Certificate Company Stockholder or Book-Entry Share any other Person for any portion of the Aggregate Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Exchange Fund; No Liability. At any time following twelve the first (121st) months after anniversary of the Effective Time, Community Parent shall be entitled to require the 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 to holders of Certificates or Book-Entry Shares is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Steuben Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Community the Surviving Corporation and 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 2.63.6, and any dividends or other distributions on shares of Community Parent Common Stock in accordance with Section 2.2(f3.2(f), payable upon due surrender of their Steuben Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b3.2(b), without any interest thereon. Notwithstanding the foregoing, neither Community nor none of the Surviving Corporation, Parent or the Exchange Agent shall be liable to any holder of a Steuben Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the 12 month anniversary of the Effective Time, Community New Holdco shall be entitled to require the 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 Exchange Agent’s routine administrative procedures, to holders of Steuben Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Community the Surviving Corporation and New Holdco (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, and any dividends or other distributions on shares of Community Common Stock New Holdco Shares in accordance with Section 2.2(f)2.8(g) and any Fractional Share Consideration, payable upon due surrender of their Steuben Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b2.8(b), without any interest thereon. Notwithstanding the foregoing, neither Community nor (i) none of the Surviving Corporation, New Holdco or the Exchange Agent shall be liable to any holder of a Steuben Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.Law and

Termination of Exchange Fund; No Liability. At any time following twelve (12) months after the Company Merger Effective Time, Community DLR shall be entitled to require the 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 Exchange Agent’s routine administrative procedures, to holders of Steuben Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Community DLR and DLR OP (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration or Preferred Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6, 2.6 and any dividends or other distributions on shares of Community DLR Common Stock or DLR Series C Preferred Stock in accordance with Section 2.2(f), payable upon due surrender of their Steuben Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b), without any interest thereon. Notwithstanding the foregoing, neither Community nor none of DLR, DLR OP, the Surviving Entity, the Surviving Partnership, Merger Sub GP or the Exchange Agent or any other Person shall be liable to any holder of a Steuben Certificate or Book-Entry Share for any Merger Consideration or Preferred Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.