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

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund (including any interest received with respect thereto) that remains undistributed to the Members following the one year anniversary of the end of Period Two shall be delivered to the Surviving Company upon demand, and any Members who have not theretofore complied with this Section 1.5 shall thereafter be entitled to look only to the Surviving Company (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration, payable without any interest thereon. Notwithstanding the foregoing, none of Parent, Merger Sub, the Company, the Surviving Company or the Paying Agent shall be liable to any Person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Merger Consideration shall not have been collected prior to one year (1) year after the end of Period Two (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such unclaimed Merger Consideration shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund (including any interest received with respect thereto) relating to the Merger Consideration that remains undistributed to unclaimed by the Members following stockholders of the Company or holders of Company Options one year anniversary after the Effective Time shall be returned to Acquirer. Any stockholders of the end Company or holders of Period Two shall be delivered to the Surviving Company upon demand, and any Members Options who have not theretofore complied with this Section 1.5 Article II shall thereafter be entitled to look only to the Surviving Company (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to Acquirer for payment of the Merger ConsiderationConsideration upon due surrender of their Certificates (or affidavits of loss in lieu thereof), payable without any interest thereon. Notwithstanding the foregoing, none of ParentAcquirer, Merger Sub, the CompanySurviving Corporation, the Surviving Company or the Paying Agent or any other Person shall be liable to any Person in respect former holder of Company Common Stock or holder of Company Options for any cash held in the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws. If any Merger Consideration Certificates shall not have been collected surrendered prior to one year (1) year after the end of Period Two (or date immediately prior to the date that such earlier date on which any cash unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law, unclaimed funds payable with respect to or become the property of any Governmental Authority), any such cash in respect of such unclaimed Merger Consideration Certificates shall, to the extent permitted by applicable Lawlaw, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the Members following holders of Certificates six (6) months after the one year anniversary Effective Time shall, at the request of the end of Period Two shall Parent, be delivered to Parent or otherwise on the Surviving Company upon demandinstruction of Parent, and any Members holders of the Certificates who have not theretofore complied surrendered such Certificates in compliance with this Section 1.5 1.7 shall thereafter be entitled after such delivery to Parent look only to Parent for the Surviving Company (subject Merger Consideration pursuant to abandoned propertySection 1.6(a), escheat or other similar Laws) only as general creditors thereof with respect to the Shares formerly represented thereby. If any Certificates shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Merger ConsiderationConsideration would otherwise escheat to or become the property of any Governmental Entity), payable without any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest thereonof any person previously entitled thereto. Notwithstanding anything to the foregoingcontrary in this Section 1.7, none of neither Parent, Merger Sub, the Company, Paying Agent nor the Surviving Company or the Paying Agent Corporation shall be liable to any Person in respect of for any cash held in the Exchange Fund delivered amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Merger Consideration shall not have been collected prior to one year (1) year after the end of Period Two (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such unclaimed Merger Consideration shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the Members following holders of Certificates twelve (12) months after the one year anniversary Effective Time shall, at the request of the end of Period Two shall Parent, be delivered to Parent or otherwise on the Surviving Company upon demandinstruction of Parent, and any Members holders of the Certificates who have not theretofore complied surrendered such Certificates in compliance with this Section 1.5 Article II shall thereafter be entitled after such delivery to Parent look only to Parent for the Surviving Company (subject Merger Consideration pursuant to abandoned propertySection 1.6(a), escheat or other similar Laws) only as general creditors thereof with respect to the Shares formerly represented thereby. If any Certificates shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which any Merger ConsiderationConsideration would otherwise escheat to or become the property of any Governmental Entity), payable without any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest thereonof any person previously entitled thereto. Notwithstanding anything to the foregoingcontrary in this Section 2.7, none of neither Parent, Merger Sub, the Company, Paying Agent nor the Surviving Company or the Paying Agent shall be liable to any Person in respect of for any cash held in the Exchange Fund delivered amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Merger Consideration shall not have been collected prior to one year (1) year after the end of Period Two (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such unclaimed Merger Consideration shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund (including any interest received with respect thereto) that which remains undistributed to the Members following holders of Certificates nine months after the one year anniversary of the end of Period Two Effective Time shall be delivered to Parent or otherwise on the Surviving Company upon demandinstruction of Parent, and any Members holders of the Certificates or Book-Entry Shares who have not theretofore complied surrendered such Certificates or Book-Entry Shares in compliance with this Section 1.5 1.8 shall thereafter be entitled after such delivery to Parent look only to Parent for the Surviving Company (subject Merger Consideration pursuant to abandoned propertySection 1.6(a), escheat or other similar Laws) only as general creditors thereof with respect to the Shares formerly represented thereby. If any Certificate or Book-Entry Share shall not have been surrendered prior to five (5) years after the Effective Time (or immediately prior to such earlier date on which any Merger ConsiderationConsideration would otherwise escheat to or become the property of any Governmental Entity), payable without any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest thereonof any person previously entitled thereto. Notwithstanding anything to the foregoingcontrary in this Section 1.8, none of neither Parent, Merger Sub, the Company, the Surviving Company or the Paying Agent nor the Surviving Corporation shall be liable to any Person in respect of for any cash held in the Exchange Fund delivered amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Merger Consideration shall not have been collected prior to one year (1) year after the end of Period Two (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such unclaimed Merger Consideration shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.