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

Termination of Fund; No Liability. At any time following one year 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) 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 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, 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. 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 one year after the Effective Timefirst 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) which 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) only as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon due surrender of their Certificatesany Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon. Notwithstanding 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 foregoingextent permitted by applicable Law, neither the property of the Surviving Corporation nor 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 holder of a Certificate Person 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 one year six (6) 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) 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) only Law), as general creditors thereof of the Surviving Corporation with respect to the payment of any Merger Consideration that may be payable upon due surrender of their Certificatesany Certificate, as determined pursuant to this Agreement, without any interest thereon. Any portion of the funds made available to the Paying Agent for the payment of the Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto. 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. 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 theretoLaw.

Termination of Fund; No Liability. At any time following one year six (6) 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 earnings received with respect thereto) 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 Merger Consideration payable upon due surrender of their 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. If any Certificate has Certificates have not been surrendered prior to the expiration third anniversary 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 in respect 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)Entity), any such Merger Consideration amounts payable in respect of such Certificate will shall, to the extent permitted by applicable law and public policy, become the property of the Surviving Corporation, free and clear clean of all claims or interest of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto.

Termination of Fund; No Liability. At any time following one year six months after the Effective 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) which 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 to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration Consideration, payable upon due surrender of their CertificatesCompany Certificates and Book Entry Shares, without any interest thereon. Notwithstanding the foregoing, neither none of Parent, Merger Sub, the Surviving Corporation nor Company or the Paying Agent shall be liable to any holder Person in respect of a Certificate for Merger Consideration any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has Company Certificates or Book Entry Shares shall not have 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 payment pursuant to this Article II I would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined))Authority, any such the Merger Consideration in respect of such Company Certificate will 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 interest interests of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") 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 one year six 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) 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 lawsLaws) 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, 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 lawLaw. If any Certificate has not been surrendered prior to the expiration of the applicable statute of limitations two years after the Effective Time (or immediately prior to such earlier date on which any the Merger Consideration payable to the holder in respect 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)Entity), any such Merger Consideration cash in respect of such Certificate will 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 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 one year twelve (12) months after the Effective Time, the Surviving Corporation Entity shall be entitled to require the Paying Exchange Agent to deliver to it any funds portion of the Exchange Fund (including any interest or other income received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to that remains unclaimed by holders of CertificatesStock Certificates and Book Entry Shares (other than Appraisal Shares), and thereafter such holders shall be entitled to look to the Surviving Corporation Entity (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof with respect to the Merger Consideration payable exchange such Stock Certificates or Book Entry Shares or to pay amounts to which such holder is entitled pursuant to Section 3.1(a) upon due surrender of their CertificatesStock Certificates and Book Entry Shares, without any interest thereon. Notwithstanding the foregoing, neither none of Parent, Merger Sub, the Surviving Corporation nor Company or the Paying Exchange Agent shall be liable to any holder Person in respect of a Certificate for Merger Consideration any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificate has Stock Certificates or Book Entry Shares shall not have 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 payment pursuant to this Article II III would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defineddefined in Section 4.3(c)), any such the Merger Consideration and other amounts payable under this Article III in respect of such Stock Certificate will or Book Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationEntity, free and clear of all claims or interest interests of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto.

Termination of Fund; No Liability. At any time following one year six 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) 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 CertificatesCertificates or 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 lawsLaws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their CertificatesCertificates or Book-Entry Shares, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificate or Book-Entry Share has not been surrendered prior to the expiration of the applicable statute of limitations two years after the Effective Time (or immediately prior to such earlier date on which any the Merger Consideration payable to the holder in respect of such Certificate representing Shares pursuant to this Article II or Book-Entry Share would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)Entity), any such Merger Consideration cash in respect of such Certificate will 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 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 one year six (6) months after the Effective Time, the Surviving Corporation Entity shall be entitled to require the Paying Exchange Agent to deliver to it any funds portion of the Exchange Fund (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to that remains unclaimed by holders of CertificatesStock Certificates and Book Entry Shares (other than Appraisal Shares), and thereafter such holders shall be entitled to look to the Surviving Corporation Entity (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof with respect to the Merger Consideration payable exchange such Stock Certificates or Book Entry Shares or to pay amounts to which such holder is entitled pursuant to Section 3.1(a) upon due surrender of their CertificatesStock Certificates and Book Entry Shares, without any interest thereon. Notwithstanding the foregoing, neither none of Parent, Merger Sub, the Surviving Corporation nor Company or the Paying Exchange Agent shall be liable to any holder Person in respect of a Certificate for Merger Consideration any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificate has Stock Certificates or Book Entry Shares shall not have 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 payment pursuant to this Article II III would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defineddefined in Section 4.3(c)), any such the Merger Consideration and other amounts payable under this Article III in respect of such Stock Certificate will or Book Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving CorporationEntity, free and clear of all claims or interest interests of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto.

Termination of Fund; No Liability. At any time following one year after the date which is the six (6) month anniversary of the Effective 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) which 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 to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Cash Merger Consideration payable upon due surrender of their 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 portion of the Payment Fund remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate Person for Merger Consideration any amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other 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 theretolaws.

Termination of Fund; No Liability. At any time following one year 12 months after the Effective 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) 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) only as general creditors thereof with respect to the for payment of any Merger Consideration that may be payable upon due surrender of their Certificatesany Certificate, as determined pursuant to this Agreement, without any interest thereon. Any portion of the funds made available to the Paying Agent for the payment of the Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation Corporation, Parent 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. 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 theretoLaw.

Termination of Fund; No Liability. At any time following one year 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) 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 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, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration Consid eration 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 Surviv ing 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 one year after the first anniversary of the Effective 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) which 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 applicable Merger Consideration payable upon due surrender to which such holders may be entitled pursuant to the provisions of their Certificates, without any interest thereonthis SECTION 4. Notwithstanding the foregoing, neither none of Parent, the Surviving Corporation nor or the Paying Agent shall be liable to any 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. If any Certificate has not been surrendered prior to the expiration of the applicable statute of limitations Any amounts remaining unclaimed by Company stockholders two (2) years after the Effective Time (or such earlier date, immediately prior to such earlier date on which any Merger Consideration payable to time when the holder of such Certificate representing Shares pursuant to this Article II amounts would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined))Entity) shall become, any such Merger Consideration in respect of such Certificate will become to the extent permitted by applicable Legal Requirements, the property of Parent or the Surviving Corporation, free and clear of all any claims or interest of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto.

Termination of Fund; No Liability. At any time following one year 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) 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 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, 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. 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 one year six 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) 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 to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration Consideration, payable upon due surrender of their Company Certificates, without any interest thereon. Notwithstanding the foregoing, neither none of Parent, Merger Sub, the Company, the Surviving Corporation nor or the Paying Agent shall be liable to any holder Person in respect of a Certificate for Merger Consideration any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has Company Certificates shall not have 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 payment pursuant to this Article II 1 would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined))Authority, any such the Merger Consideration in respect of such Company Certificate will shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest interests of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") 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 one year twelve 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) 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 to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration Consideration, payable upon due surrender of their Company Certificates, without any interest thereon. Notwithstanding the foregoing, neither none of Parent, Merger Sub, the Surviving Corporation nor Company or the Paying Agent shall be liable to any holder Person in respect of a Certificate for Merger Consideration any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has Company Certificates shall not have 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 payment pursuant to this Article II 1 would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined))Authority, any such the Merger Consideration in respect of such Company Certificate will shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest interests of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto. As used in this Agreement, "Governmental Authority" shall mean the 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 one year after the first anniversary of the Effective 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) which 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 Merger Consideration payable payments provided in Section 2.2(b), upon due surrender of their Certificatescertificates, without any interest thereon. Notwithstanding the foregoing, neither none of the Parent, the Surviving Corporation nor or the Paying Agent shall be liable to any holder of a Certificate 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. If any Certificate has not been surrendered prior to the expiration of the applicable statute of limitations Any amounts remaining unclaimed by Company Stockholders two years after the Effective Time (or such earlier date, immediately prior to such earlier date on which any Merger Consideration payable to time when the holder of such Certificate representing Shares pursuant to this Article II amounts would otherwise escheat to or become the property of any Governmental Entity Authority (as hereinafter defineddefined below))) shall become, any such Merger Consideration in respect of such Certificate will become to the extent permitted by applicable Legal Requirements, the property of the Surviving CorporationParent, free and clear of all any claims or interest of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto.

Termination of Fund; No Liability. At any time following one year after the first anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it the Surviving Corporation any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of CertificatesCompany Common Stock, and thereafter such holders shall be entitled to look 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 with respect to the shares of their CertificatesCompany Common Stock, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate Company Common Stock 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 or Uncertificated Share exchanged prior to the expiration fifth anniversary 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 in respect of such Certificate representing Shares pursuant to this Article II Company Common Stock would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)defined in Section 3.04), any such Merger Consideration shares, cash, dividends or distributions in respect of such Certificate will Company Common Stock 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 individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto. For purposes of this Agreement, "Law" means any statute, law (including common law), treaty, order, judgment, decree, directive, code, ordinance, rule, regulation, or similar issuance by a Governmental Entity having the effect of law.

Termination of Fund; No Liability. At any time following one year twelve 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) 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 to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration Consideration, payable upon due surrender of their Company Certificates, without any interest thereon. Notwithstanding the foregoing, neither none of Parent, Merger Sub, the Surviving Corporation nor Company or the Paying Agent shall be liable to any holder Person in respect of a Certificate for Merger Consideration any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has Company Certificates shall not have 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 payment pursuant to this Article II 1 would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined))Authority, any such the Merger Consideration in respect of such Company Certificate will shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest interests of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto. As used in this Agreement, “Governmental Authority” shall mean the 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 one year after the first anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it the Surviving Corporation any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of CertificatesCompany Common Stock, and thereafter such holders shall be entitled to look 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 with respect to the shares of their CertificatesCompany Common Stock, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate Company Common Stock 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 or Uncertificated Share exchanged prior to the expiration fifth anniversary 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 in respect of such Certificate representing Shares pursuant to this Article II Company Common Stock would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)defined in Section 3.04), any such Merger Consideration shares, cash, dividends or distributions in respect of such Certificate will Company Common Stock 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 individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (a "Person") Person previously entitled thereto. For purposes of this Agreement, “Law” means any statute, law (including common law), treaty, order, judgment, decree, directive, code, ordinance, rule, regulation, or similar issuance by a Governmental Entity having the effect of law.