Common use of Termination of Fund; Abandoned Property; No Liability Clause in Contracts

Termination of Fund; Abandoned Property; No Liability. At any time following nine months after the Effective Time, the Surviving Company shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund (including any interest received with respect thereto) not disbursed to holders of Shares, and thereafter such holders shall be entitled to look only to the Surviving Company (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Shares and compliance with the procedures set forth in Section 2.2(b), and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(c), in each case, without interest. Notwithstanding the foregoing, neither the Surviving Company nor the Exchange Agent shall be liable to any holder of a Share for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Fund; Abandoned Property; No Liability. At any time following nine twelve (12) months after the Effective Time, the Surviving Company Corporation shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed to holders of SharesCertificates, and thereafter such holders shall be entitled to look only to the Surviving Company 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 Shares Certificates and compliance with the procedures set forth in Section 2.2(b), without interest and less any dividends or distributions withholding of Taxes required by applicable Law in accordance with respect to Parent Common Stock as contemplated by Section 2.2(c2.2(e), in each case, without interest. Notwithstanding the foregoing, neither the Surviving Company Corporation nor the Exchange Paying Agent shall be liable to any holder of a Share Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.