Common use of Escheat Laws Clause in Contracts

Escheat Laws. None of the Parent, the Company, the Representative, the Surviving Corporation or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official under applicable abandoned property, escheat or similar laws. Any portion of the Merger Consideration remaining unclaimed by holders of Company Common Stock two years after the Effective Time or two years after any Earnout Payment or Upside Payment becomes payable under this Agreement (or such earlier date immediately prior to such time when the 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.