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

Termination of Fund; No Liability. At any time following the first anniversary of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Termination of Fund; No Liability. At any time following one year after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall 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 payment of any Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeNotwithstanding the foregoing, to the extent permitted by applicable Law, the property of neither the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has not been surrendered prior to the expiration of the applicable statute of limitations after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable to the holder of such Certificate representing Shares pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)), any such Merger Consideration in respect of such Certificate will become the property of the Surviving Corporation, free and clear of all claims or interest of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") previously entitled thereto.

Termination of Fund; No Liability. At any time following nine (9) months after the first anniversary of the Closing DateEffective Time, the Surviving Corporation shall be entitled to require the Paying Exchange Agent to deliver to it any certificates representing Parent Shares and any funds (including any interest received with respect thereto) that which had been made available to the Paying Exchange Agent for the payment of Per Share Merger Consideration and which have not been disbursed to holders of CertificatesCertificates or Book Entry Shares, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation Corporation, which shall thereafter act as the Exchange Agent (subject to abandoned property, escheat or other similar laws) Law), as general creditors thereof with respect to the payment of any Per Share Merger Consideration (or dividends or distributions with respect thereto as contemplated by Section 3.2(b)) that may be payable upon surrender of any Certificates held by such holdersCertificate or Book Entry Shares, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or the Paying Exchange Agent shall be liable to any Person holder of a Certificate or Book Entry Shares for Per Share Merger Consideration (or dividends or distributions with respect thereto as contemplated by Section 3.2(b)) properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Termination of Fund; No Liability. At Subject to applicable Law, any time following the first anniversary portion of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds Exchange Fund (including the proceeds of any interest received with respect theretoinvestments thereof) that which had been made available to the Paying Agent and which pursuant to Section 3.6 of this Agreement that remain unclaimed by the former stockholders of the Company for one year after the Effective Time shall be paid to the Parent. Any former stockholders of the Company who have not been disbursed to holders of Certificates, and theretofore complied with this Article 3 shall thereafter such holders shall be entitled to look only to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the for payment of any the Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this AgreementConsideration, without any interest thereon. Any other provision of this Agreement notwithstanding, none of the Parent, the Purchaser, the Company, the Surviving Corporation, or the Paying Agent shall be liable to a holder of the Common Stock for any amount paid or property delivered in good faith to a public official pursuant to any abandoned property, escheat, or similar Law. Any amounts remaining unclaimed by such holders at such any holder of Common Stock immediately prior to the time at which when such amounts would otherwise escheat to or become the property of any Governmental Entity shall becomea federal, state, or local government authority or court or administrative or regulatory agency, shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation Parent, free and clear of any all claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Termination of Fund; No Liability. At any time following the first date which is the twelve month anniversary of the Closing DateEffective Time, the Surviving Corporation Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any and all interest and other income received with respect thereto) that had been made available to the Paying Agent and which that have not been disbursed to holders of Certificates, and thereafter thereafter, such holders shall be entitled to look only solely to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar lawsLaws) as general creditors thereof with respect to the payment of any Cash Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon; provided, that such holders shall have no greater rights against Parent than may be accorded to general creditors of Parent under applicable Laws. Any amounts portion of the Payment Fund remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Entity shall becomegovernment entity shall, to the extent permitted by applicable Lawlaw, become the property of the Surviving Corporation Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or neither Parent nor the Paying Agent shall be liable to any Person for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar lawLaws.

Termination of Fund; No Liability. At any time following the first date which is the eighteen month anniversary of the Closing DateEffective Time, the Surviving Corporation Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any and all interest and other income received with respect thereto) that had been made available to the Paying Agent and which that have not been disbursed to holders of Certificates, and thereafter thereafter, such holders shall be entitled to look only solely to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar lawsLaws) as general creditors thereof with respect to the payment of any Cash Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon; provided, however, that such holders shall have no greater rights against Parent than may be accorded to general creditors of Parent under applicable Law. Any amounts portion of the Payment Fund remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Government Entity shall becomeshall, to the extent permitted by applicable Law, become the property of the Surviving Corporation Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or neither Parent nor the Paying Agent shall be liable to any Person for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar lawLaws.

Termination of Fund; No Liability. At any time following six months after the first anniversary of the Closing DateEffective 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) that had been made available to the Paying Agent and not disbursed (or for which have not been disbursed disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeNotwithstanding the foregoing, to the extent permitted by applicable Law, the property of neither the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificate has not been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which the Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation.

Termination of Fund; No Liability. At any time following six months after the first anniversary of the Closing DateEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds portion of the Exchange Fund (including any interest received with respect thereto) that had been made available to the Paying Agent and which have has not been disbursed to holders of CertificatesCompany Certificates and Book Entry Shares, and thereafter such holders shall 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 payment of any Merger Consideration that may be Consideration, payable upon due surrender of any their Company Certificates held by such holders, as determined pursuant to this Agreementand Book Entry Shares, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to Notwithstanding the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, Merger Sub, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Company Certificates or Book Entry Shares shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article I would otherwise escheat to or become the property of any Governmental Authority, the Merger Consideration in respect of such Company Certificate or Book Entry Share shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto. As used in this Agreement, “Governmental Authority” shall mean any United States federal, state, local or any foreign government, governmental, regulatory or administrative authority, agency, or commission or any court, tribunal, or judicial or arbitral body or entity.

Termination of Fund; No Liability. At any time following six (6) months after the first anniversary of the Closing DateEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest earnings received with respect thereto) that which had been made available to the Paying Agent and not disbursed (or for which have not been disbursed disbursement is pending subject only to the Paying Agent's routine administrative procedures) to holders of Certificates, and thereafter such holders shall 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 payment of any Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeNotwithstanding the foregoing, to the extent permitted by applicable Law, the property of neither the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates have not been surrendered prior to the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable law and public policy, become the property of the Surviving Corporation, free and clean of all claims or interest of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following the first (1st) anniversary of the Closing DateEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest earnings received with respect thereto) that had been made available to the Paying Agent and which that have not been disbursed to holders of Certificates, Company Securityholders and thereafter such holders Company Securityholders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) and only as general creditors thereof with respect to the payment of any Applicable Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreementthem, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to Notwithstanding the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person holder of a certificate formerly representing shares of Company Stock for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. Any amounts remaining unclaimed by Company Securityholders three (3) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become the property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following one year after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter there after such holders shall 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 payment of any Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeNotwithstanding the foregoing, to the extent permitted by applicable Law, the property of neither the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has not been surrendered prior to the expiration of the applicable statute of limitations after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable to the holder of such Certificate representing Shares pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)), any such Merger Consideration in respect of such Certificate will become the property of the Surviving Corporation, free and clear of all claims or interest of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") previously entitled thereto.

Termination of Fund; No Liability. At any time following six months after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent and which have not been disbursed to holders of Company Certificates, and thereafter such holders shall 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 payment of any Merger Consideration that may be Offer Price or the Preferred Offer Price, as applicable, payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Company Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to Notwithstanding the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, Purchaser, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Company Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this ARTICLE III would otherwise escheat to or become the property of any Governmental Authority, the cash payment in respect of such Company Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following the first date which is the six month anniversary of the Closing DateAmalgamation becoming effective, the Surviving Corporation Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any and all interest and other income received with respect thereto) that had been made available to the Paying Agent and which that have not been disbursed to holders of Certificates, and thereafter thereafter, such holders shall be entitled to look only solely to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar lawsLaws) as general creditors thereof with respect to the payment of any Merger Redemption Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon; provided, that such holders shall have no greater rights against Parent than may be accorded to general creditors of Parent under applicable Laws. Any amounts portion of the Payment Fund remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Entity shall becomegovernment entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or neither Parent nor the Paying Agent shall be liable to any Person for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar lawLaws.

Termination of Fund; No Liability. At any time following six months after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent and which have not been disbursed to holders of Company Certificates, and thereafter such holders shall 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 payment of any Merger Consideration that may be Consideration, payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Company Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to Notwithstanding the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Company Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 1 would otherwise escheat to or become the property of any Governmental Authority, the Merger Consideration in respect of such Company Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto. As used in this Agreement, “Governmental Authority” shall mean the United States federal, state, county, local or any foreign government, governmental, regulatory or administrative authority, subdivision, agency, or commission or any court, tribunal, or judicial or arbitral body or entity.

Termination of Fund; No Liability. At any time following twelve months after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof thereof, with respect to the payment of any Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeNotwithstanding the foregoing, to the extent permitted by applicable Law, the property of the neither Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. Subject to such Laws (i.e., the Surviving Corporation shall be obligated to pay the Merger consideration for particular Shares only once), even after the delivery by the Paying Agent to the Surviving Corporation of any funds not previously disbursed to Stockholders, the Surviving Corporation shall continue to be obligated to pay the Merger Consideration to any Stockholder surrendering a Share certificate, and the certificate shall then be canceled.

Termination of Fund; No Liability. At any time following six (6) months after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent for the payment of the Merger Consideration and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation Corporation, which shall thereafter act as the Paying Agent (subject to abandoned property, escheat or other similar laws) Law), as general creditors thereof of the Surviving Corporation with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holdersCertificate, as determined pursuant to this Agreement, without any interest thereon. Any amounts portion of the funds made available to the Paying Agent for the payment of the Merger Consideration remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeshall, to the extent permitted by applicable Law, become the property of the Surviving Corporation Corporation, free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, neither the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Termination of Fund; No Liability. At any time following the first anniversary of the Closing DateEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including including, without limitation, any interest earnings received with respect thereto) that had been made available to the Paying Agent and which that have not been disbursed to holders of CertificatesCompany Stockholders, and thereafter such holders Company Stockholders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLegal Requirements) and only as general creditors thereof with respect to the payment of any Merger Consideration that may be payable payments provided in Section 2.2(b), upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to Notwithstanding the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of the Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person holder of a certificate representing shares of Company Stock for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement. Any amounts remaining unclaimed by Company Stockholders two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become the property of any Governmental Authority (as defined below)) shall become, to the extent permitted by applicable Legal Requirements, the property of Parent, free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following six --------------------------------- (6) months after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent and which have not been disbursed (or of which disbursement is not pending subject only to the Paying Agent's routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the for payment of any the Merger Consideration that may be payable upon surrender in respect of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of Shares two (2) years after the Effective Time (or such holders at earlier date immediately prior to such time at which such when the amounts would otherwise escheat to or become property of any Governmental Entity governmental authority) shall become, to the extent permitted by applicable Lawlaw, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contrary, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Termination of Fund; No Liability. At any time following six (6) months after the first anniversary of the Closing DateEffective 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) that which had been made available to the Paying Agent for the payment of the Merger Consideration and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation Corporation, which shall thereafter act as the Paying Agent (subject to abandoned property, escheat or other similar laws) Law), as general creditors thereof of the Surviving Corporation with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holdersCertificate, as determined pursuant to this Agreement, without any interest thereon. Any amounts portion of the funds made available to the Paying Agent for the payment of the Merger Consideration remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeshall, to the extent permitted by applicable Law, become the property of the Surviving Corporation BACK Corporation, free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, neither the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Termination of Fund; No Liability. At any time following the first anniversary of the Closing DateEffective Time, Parent or the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds remaining portion of the Exchange Fund (including including, without limitation, any interest earnings received with respect thereto) that had been made available to the Paying Agent and which have that had not been disbursed to the holders of Certificates, Certificates and thereafter any holder of Certificates who has not otherwise surrendered such holders holder’s Certificates evidencing such shares of Company Common Stock shall be entitled to look only to Parent or the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLegal Requirements) and only as general creditors thereof with respect for any claim to the payment of any applicable Merger Consideration that to which such holders may be payable upon surrender of any Certificates held by such holders, as determined entitled pursuant to the provisions of this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled theretoSECTION 4. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement. Any amounts remaining unclaimed by Company stockholders two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become the property of any Governmental Entity) shall become, to the extent permitted by applicable Legal Requirements, the property of Parent or the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following the first date which is the six (6) month anniversary of the Closing DateEffective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including including, without limitation, any and all interest and other income received with respect thereto) that had been made available to the Paying Agent and which that have not been disbursed to holders of Certificates, and thereafter thereafter, such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the payment of any Cash Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon; PROVIDED that such holders shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable laws. Any amounts portion of the Payment Fund remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Entity shall becomegovernment entity shall, to the extent permitted by applicable Lawlaw, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, neither the Surviving Corporation or nor the Paying Agent shall be liable to any Person for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar lawlaws.

Termination of Fund; No Liability. At any time following 12 months after the first anniversary of the Closing DateEffective Time, the Surviving Corporation Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that which had been made available to the Paying Agent for the payment of the Merger Consideration and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar lawsLaw) as general creditors thereof with respect to the for payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holdersCertificate, as determined pursuant to this Agreement, without any interest thereon. Any amounts portion of the funds made available to the Paying Agent for the payment of the Merger Consideration remaining unclaimed by such holders at as of a date which is immediately prior to such time at which as such amounts would otherwise escheat to or become property of any Governmental Entity shall becomeshall, to the extent permitted by applicable Law, become the property of the Surviving Corporation Corporation, free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, neither the Surviving Corporation or Corporation, Parent nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Termination of Fund; No Liability. At any time following six (6) months after the first anniversary of the Closing DateEffective 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) that had been made available to the Paying Agent and not disbursed (or for which have not been disbursed disbursement is pending subject only to the Paying Agent's routine administrative procedures) to holders of Certificates, and thereafter such holders shall 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 payment of any Merger Consideration that may be payable upon due surrender of any Certificates held by such holders, as determined pursuant to this Agreementtheir Certificates, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to Notwithstanding the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the contraryforegoing, none of Parent, the Surviving Corporation or nor the Paying Agent shall be liable to any Person holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two (2) years after the Effective Time, unclaimed Merger Consideration payable with respect to such Shares 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.