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

Termination of Fund; No Liability. At any time following six months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) and certificates for shares of Parent Common Stock 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 Parent (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, the Company or any other Person shall be liable to any former holder of shares of the Company Merger Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Authority, the payment in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following six months after the Effective Time, Parent Internet America shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) and certificates for shares of Parent Internet America Common Stock 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 Parent Internet America (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 ParentInternet America, the Company KeyOn or any other Person shall be liable to any former holder of shares of the Company Merger KeyOn Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Authority, the payment in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of ParentInternet America, free and clear of all claims or interests of any Person previously entitled thereto.

Termination of Fund; No Liability. At any time following six months after the date which is the twelve month anniversary of the Effective Time, 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) and certificates for shares of Parent Common Stock 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 solely to Parent (subject to abandoned property, escheat or other similar lawsLaws) 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 Parent than may be accorded to general creditors of Parent 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, neither Parent nor the Company or any other Person Paying Agent shall be liable to any former holder of shares of the Company Merger Stock Person for any amount properly amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar laws. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Authority, the payment in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled theretoLaws.

Termination of Fund; No Liability. At any time following six months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Paying Exchange Agent to deliver to it any funds (including any interest earnings received with respect thereto) and certificates for shares of Parent Common Stock which had been made available to the Paying Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest or dividends thereon. Notwithstanding the foregoing, none of the Surviving Corporation, Parent, Purchaser or the Company or any other Person Exchange Agent shall be liable to any former holder of shares of the Company a Certificate for Merger Stock for any amount properly Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Article 2 II would otherwise escheat to or become the property of any Governmental AuthorityEntity (as hereinafter defined)), the cash payment in respect of such Certificate shall, to the extent permitted by Applicable Lawapplicable law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interests of any Person person previously entitled thereto.

Termination of Fund; No Liability. At any time following six months after the date which is the eighteen month anniversary of the Effective Time, 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) and certificates for shares of Parent Common Stock 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 solely to Parent (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof with respect to the Cash Merger Consideration payable upon due surrender of their 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 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, neither Parent nor the Company or any other Person Paying Agent shall be liable to any former holder of shares of the Company Merger Stock Person for any amount properly amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar laws. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Authority, the payment in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled theretoLaws.

Termination of Fund; No Liability. At any time following the date which is the six months after month anniversary of the Effective TimeAmalgamation becoming effective, 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) and certificates for shares of Parent Common Stock 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 solely to Parent (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof with respect to the Merger Redemption Consideration payable upon due surrender of their 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 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, neither Parent nor the Company or any other Person Paying Agent shall be liable to any former holder of shares of the Company Merger Stock Person for any amount properly amounts delivered to a public official pursuant to any applicable abandoned property, escheat or other similar laws. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Authority, the payment in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled theretoLaws.

Termination of Fund; No Liability. At any time following six months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) and certificates for shares of Parent Common Stock 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 Parent 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, Purchaser, the Company or any other Person the Paying Agent shall be liable to any former holder person in respect of shares of the Company Merger Stock for any amount properly cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 II would otherwise escheat to or become the property of any Governmental AuthorityEntity (as defined in Section 3.4), the cash payment in respect of such Certificate shall, to the extent permitted by Applicable Lawapplicable law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interests of any Person person previously entitled thereto.

Termination of Fund; No Liability. At any time following six months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) and certificates for shares of Parent Common Stock 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 Parent the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration Offer Price or the Preferred Offer Price, as applicable, payable upon due surrender of their Company Certificates, without any interest thereon. Notwithstanding the foregoing, none of Parent, Purchaser, the Company or any other Person the Paying Agent shall be liable to any former holder Person in respect of shares of the Company Merger Stock for any amount properly cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. If any Company Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article 2 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 Lawapplicable law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto.