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

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating to the Merger Consideration that remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be returned to Parent. Any former shareholders of the Company who have not theretofore complied with this Article 3 shall thereafter look only to Parent for payment of the Merger Consideration upon due surrender of their Certificates (or affidavits of loss in lieu thereof), without any interest thereon. Notwithstanding the foregoing, none of Parent, Subsidiary, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered as of the date immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the 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 At any time following twelve (12) months after the Effective Time, the Surviving Entity 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 relating that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Company Shares, and thereafter such holders shall be entitled to look only to the Surviving Entity and Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration that remains unclaimed by the former shareholders Consideration, including any amount payable in respect of the Company one year after Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on Parent Common Shares in accordance with Section 3.2(f) and any dividends or other distributions with a record date prior to the Effective Time shall be returned to Parent. Any former shareholders of which may have been authorized by the Company who have not theretofore complied with this Article 3 shall thereafter look only to Parent for payment of and which remain unpaid at the Merger Consideration Effective Time, payable upon due surrender of their Certificates (or affidavits of loss Book-Entry Company Shares and compliance with the procedures in lieu thereofSection 3.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, Subsidiary, the Surviving CorporationEntity, Parent or the Paying Exchange Agent or any other Person shall be liable to any former holder of a Certificate or Book-Entry Company Common Stock Share for any amount properly Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered as of the date immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled theretoLaw.

Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund relating to deposited with the Merger Consideration Exchange Agent that remains unclaimed by the former shareholders undistributed to holders of the Company one year Book-Entry Shares as of twelve (12) months after the Effective Time shall be returned to Parent. Any former shareholders of the Company who have not theretofore complied with this Article 3 shall thereafter look only delivered to Parent for payment of the Merger Consideration upon due surrender of their Certificates or as otherwise instructed by Parent (subject to abandoned property, escheat or affidavits of loss in lieu thereofsimilar Law), without any interest thereon. Notwithstanding the foregoing, none of Parent, Subsidiary, the Surviving Corporation, the Paying Exchange Agent or any other Person person shall be liable to any former holder of Company Common Stock a Book-Entry Share for any amount properly Per Share Merger Consideration delivered to a public official Governmental Authority pursuant to any applicable abandoned property, escheat or similar lawsLaw. If any Certificates shall Book-Entry Shares are not have been surrendered as prior to the fifth (5th) anniversary of the Closing Date (or such earlier date immediately prior to the date that such unclaimed funds time as such amounts would otherwise escheat to or become subject to property of any abandoned property, escheat or similar lawGovernmental Authority), unclaimed funds Per Share Merger Consideration payable with respect to such Certificates shares of Company Common Stock shall, to the extent permitted by applicable lawLaw, become the property of the Surviving CorporationParent or as otherwise determined by Parent, free and clear of all claims or interest of any Person person previously entitled thereto.

Termination of Exchange Fund; No Liability. Any portion of At any time following twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund relating that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with 31344360_15 respect to the Merger Consideration that remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be returned to Parent. Any former shareholders of the Company who have not theretofore complied with this Article 3 shall thereafter look only to Parent for payment of the Merger Consideration payable upon due surrender of their Certificates (or affidavits of loss Book-Entry Shares and compliance with the procedures in lieu thereofSection 2.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, Subsidiary, the Surviving Corporation, Parent or the Paying Agent or any other Person shall be liable to any former holder of Company Common Stock a Certificate or Book-Entry Share for any amount Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawsLaw. If any Certificates shall not have been surrendered as of the date immediately prior to the date that Any amounts remaining unclaimed by such unclaimed funds holders at such time at which such amounts would otherwise escheat to or become subject to property of any abandoned property, escheat or similar law, unclaimed funds payable with respect to such Certificates shallGovernmental Authority shall become, to the extent permitted by applicable lawLaw, become the property of the Surviving CorporationParent or its designee, free and clear of all claims or interest of any Person previously entitled thereto.