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

Termination of Payment Fund; No Liability. At any time following the first (1st) anniversary of 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) remaining in the Payment Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat or similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates (or affidavit of loss in lieu thereof in accordance with Section 3.2(e)) or Book-Entry Shares and compliance with the procedures in Section 3.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, Merger Sub, the Surviving Company or the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Payment Fund; No Liability. At any time following the first six (1st6) anniversary of 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) remaining in the Payment Fund that have not been disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to the Surviving Corporation and Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their Certificates (or affidavit of loss in lieu thereof in accordance with Section 3.2(e)) or Book-Entry Shares and compliance with the procedures in Section 3.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, Merger Sub, the Surviving Company Corporation, Parent or the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Termination of Payment Fund; No Liability. At Subject to the second sentence of this Section 2.13(g), any time following portion of the first Payment Fund that constitutes the Closing Merger Consideration or any Earn‑Out Payment and that remains undistributed to the Company Securityholders (1stA) in the case of the Closing Merger Consideration, as of the twelve‑month anniversary of the Effective TimeTime and (B) in the case of any Earn‑Out Payment, Parent as of the twelve‑month anniversary of the applicable date in respect of the distribution of such Earn‑Out Payment pursuant to the Earn‑Out Agreement, shall be entitled delivered to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Payment Fund that have not been disbursedParent, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Sharesupon demand, and thereafter such holders any Company Securityholder (other than a holder of Dissenting Shares and shares to be canceled in accordance with Section 2.8(b) and Section 2.9(b), as applicable), who has not complied with this Section 2.13 shall be entitled to look only to Parent the Surviving Corporation (subject to abandoned property, escheat or and other similar Laws) only as general creditors thereof with respect to the Merger Consideration any consideration that may be payable upon due surrender of their the Certificates (or affidavit of loss in lieu thereof in accordance with Section 3.2(e)) or Book-Entry Shares and compliance with the procedures in Section 3.2(b), without any interest thereonheld by them. Notwithstanding the foregoing, none of Parent, the Company, Merger Sub, the Surviving Company Corporation or the Paying Escrow Agent shall be liable to any holder of a Certificate or Book-Entry Share Company Securityholder for any Merger Consideration or other amounts consideration delivered to a public official pursuant to in accordance with any applicable abandoned property, escheat or other similar Law.