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

Termination of Payment Fund; Abandoned Property; No Liability. At any time following the first anniversary of the Effective Time, the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any portion of the Payment Fund (including any interest accrued with respect thereto) not disbursed to holders of Certificates, and thereafter such holders will be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) with respect to the Merger Consideration payable upon due surrender of their Certificates and compliance with the procedures in Section 2.2(b). If, prior to six (6) years after the Effective Time (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Certificates has not complied with the procedures in Section 2.2(b) to receive payment of the Merger Consideration to which such holder would otherwise be entitled, the payment in respect of such Certificates will, 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. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent will be liable to any holder of a Certificate for Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Payment Fund; Abandoned Property; No Liability. At any time following the first anniversary of one year after the Effective Time, the Surviving Corporation will shall be entitled to require the Paying Agent to deliver to it any portion of amounts in the Payment Fund (including any interest accrued received with respect thereto) made available to the Paying Agent and not disbursed to holders of Certificates, and thereafter such holders will 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 and compliance with the procedures in Section 2.2(b) (“Procedures for Surrender”), without interest and subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e) (“Withholding Rights”). If, prior to six (6) years after the Effective Time (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Certificates has not complied with the procedures in Section 2.2(b) (“Procedures for Surrender”) to receive payment of the Merger Consideration to which such holder would otherwise be entitled, the payment in respect of such Certificates willCertificates, to the extent permitted by applicable Law, shall become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent will be liable to any holder of a Certificate for Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Payment Fund; Abandoned Property; No Liability. At any time following the first anniversary of one year after the Effective Time, the Surviving Corporation will shall be entitled to require the Paying Agent to deliver to it any portion of amounts in the Payment Fund (including any interest accrued received with respect thereto) made available to the Paying Agent and not disbursed to holders of Certificates, and thereafter such holders will 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 and compliance with the procedures in Section 2.2(b) (‘‘Procedures for Surrender’’), without interest and subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e) (‘‘Withholding Rights’’). If, prior to six (6) years after the Effective Time (or otherwise immediately prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned property, escheat or similar Laws), any holder of Certificates has not complied with the procedures in Section 2.2(b) (‘‘Procedures for Surrender’’) to receive payment of the Merger Consideration to which such holder would otherwise be entitled, the payment in respect of such Certificates willCertificates, to the extent permitted by applicable Law, shall become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent will be liable to any holder of a Certificate for Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.