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

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of their claim for Merger Consideration. None of Parent, Merger Subsidiary, the Company or the Paying Agent shall be liable to any person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 4.4(c)), any such amounts shall, to the extent permitted by applicable escheat law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Any portion of the Merger Consideration deposited in the Exchange Fund pursuant to this Section 3.2 in consideration of Shares for which appraisal rights, if any, have been perfected shall be returned to Parent, upon demand.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for one year twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of their claim for Merger Consideration, any dividends or distributions with respect to Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. None of Parent, Merger Subsidiary, the Company or the Paying Exchange Agent shall be liable to any person in respect of any Merger Consideration shares of Parent Common Stock, any dividends or distributions with respect thereto, any cash in lieu of fractional shares of Parent Common Stock or any cash from the Exchange Fund Fund, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 4.4(c4.1(d)), any such amounts shall, to the extent permitted by applicable escheat law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Any portion of the Merger Consideration deposited in the Exchange Fund pursuant to this Section 3.2 in consideration of Shares for which appraisal rights, if any, have been perfected shall be returned to Parent, upon demand.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund which that remains undistributed to unclaimed by the holders Converting Holders six (6) months following the Closing Date shall, at any time thereafter at the request of the Certificates for one year after the Effective Time shall HoldCo, be delivered to Parent, upon demandHoldCo or as otherwise instructed by HoldCo, and any thereafter such holders of the Certificates who have not theretofore complied with this Article III shall thereafter be entitled to look only to Parent for payment HoldCo (subject to abandoned property, escheat or similar Laws) as general creditors thereof with respect to the applicable consideration payable upon due surrender of their claim for Merger ConsiderationCertificates (or affidavit of loss in lieu thereof in accordance with Section 2.2(e)) or Book-Entry Shares and compliance with the procedures in Section 2.2(b), in each case, without any interest thereon. None Notwithstanding the foregoing, none of Parent, Merger SubsidiaryHoldCo, the Company Surviving Corporation or the Paying Agent Surviving Company shall be liable to any person in respect Converting Holder or any other Person for any portion of any Merger Consideration from the Exchange Fund consideration or other amounts payable pursuant to this Article II delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificate shall not have been surrendered prior to one year after the Effective Time (or Any amounts remaining unclaimed by Converting Holders immediately prior to such date on which any time when the amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 4.4(c)), any such amounts shallshall become, to the extent permitted by applicable escheat lawLaw, become the property of the Surviving Corporation, HoldCo free and clear of all any claims or interest of any person Person previously entitled thereto. Any portion of the Merger Consideration deposited in the Exchange Fund pursuant to this Section 3.2 in consideration of Shares for which appraisal rights, if any, have been perfected shall be returned to Parent, upon demand.