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 holders of Shares or Company Options following the six-month anniversary of the Effective Time shall be delivered to the Surviving Corporation upon demand, and any holders who have not theretofore complied with this Article I shall thereafter be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration, payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, none of Parent, Merger Sub, the Company, the Surviving Corporation 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 Certificates or Company Options shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate or Company Option would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate or Company Option 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 remains undistributed to the holders of Shares or Company Options Members following the six-month one year anniversary of the Effective Time end of Period Two shall be delivered to the Surviving Corporation Company upon demand, and any holders Members who have not theretofore complied with this Article I Section 1.5 shall thereafter be entitled to look only to the Surviving Corporation Company (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration, payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, none of Parent, Merger Sub, the Company, the Surviving Corporation 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 Certificates or Company Options Merger Consideration shall not have been surrendered collected prior to one year (1) year after the Effective Time end of Period Two (or immediately prior to such earlier date on which any cash in respect of such Certificate or Company Option would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate or Company Option 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 holders of Shares or Company Options following the six-month anniversary of Certificates six (6) months after the Effective Time shall shall, at the request of Parent, be delivered to Parent or otherwise on the Surviving Corporation upon demandinstruction of Parent, and any holders of the Certificates who have not theretofore complied surrendered such Certificates in compliance with this Article I Section 1.7 shall thereafter be entitled after such delivery to Parent look only to Parent for the Surviving Corporation (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 upon due surrender any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of their Certificates without the Surviving Corporation, free and clear of all claims or interest of any interest thereonperson 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 Corporation 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 Certificates or Company Options shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate or Company Option would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate or Company Option 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 holders of Shares or Company Options following the six-month anniversary of Certificates nine months after the Effective Time shall be delivered to Parent or otherwise on the Surviving Corporation upon demandinstruction of Parent, and any holders of the Certificates or Book-Entry Shares who have not theretofore complied surrendered such Certificates or Book-Entry Shares in compliance with this Article I Section 1.8 shall thereafter be entitled after such delivery to Parent look only to Parent for the Surviving Corporation (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 upon due surrender any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of their Certificates without the Surviving Corporation, free and clear of all claims or interest of any interest thereonperson previously entitled thereto. Notwithstanding anything to the foregoingcontrary in this Section 1.8, none of neither Parent, Merger Sub, the Company, the Paying Agent nor the Surviving Corporation 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 Certificates or Company Options shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate or Company Option would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate or Company Option 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 holders of Shares or Company Options following the six-month anniversary of Certificates twelve (12) months after the Effective Time shall shall, at the request of Parent, be delivered to Parent or otherwise on the Surviving Corporation upon demandinstruction of Parent, and any holders of the Certificates who have not theretofore complied surrendered such Certificates in compliance with this Article I II shall thereafter be entitled after such delivery to Parent look only to Parent for the Surviving Corporation (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 upon due surrender any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of their Certificates without the Surviving Company, free and clear of all claims or interest of any interest thereonperson 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 Corporation or the Paying Agent Company 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 Certificates or Company Options shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate or Company Option would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate or Company Option 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.