At the Effective Date. (i) the rights, privileges, good will and franchises and all property, real, personal and mixed and all debts, liabilities, obligations and penalties due on whatever account and all other things in action belonging or accruing to Newco shall be bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation, by operation of law and without further act or deed, and all property and rights and liabilities, and all and every other interest of Newco shall be as effectively the property, rights and interests and liabilities of the Surviving Corporation, as they were of Newco; and (ii) no action or proceeding, whether civil or criminal, pending at the Effective Date by or against either Coinexx or Newco, or any stockholder, officer or director thereof, shall abatx xx be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred, or the Surviving Corporation may be substituted in such action or proceeding in place of Coinexx, or Newco, as the case may be; and (iii) all rights of employees and creditors and all liens upon the property of Coinexx and Newco shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all of the debts, liabilities, obligations and duties of Coinexx and Newco shall attach to the Surviving Corporation, and shall be enforceable against the Surviving Corporation to the same extent as if all such debts, liabilities, obligations and duties had been incurred or contracted by the Surviving Corporation.
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Samples: Merger Agreement (Pc411 Inc)
At the Effective Date. (i) the rights, privileges, good will and franchises and all property, real, personal and mixed and all debts, liabilities, obligations and penalties due on whatever account and all other things in action belonging or accruing to Newco Seller shall be bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation, by operation of law and without further act or deed, and all property and rights and liabilities, and all and every other interest of Newco Seller shall be as effectively the property, rights and interests and liabilities of the Surviving Corporation, as they were of NewcoSeller; and
(ii) no action or proceeding, whether civil or criminal, pending at the Effective Date by or against either Coinexx Seller or Newco, or any stockholder, officer or director thereof, shall abatx xx xxxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred, or the Surviving Corporation may be substituted in such action or proceeding in place of CoinexxSeller, or Newco, as the case may be; and
(iii) all rights of employees and creditors and all liens upon the property of Coinexx Seller and Newco shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all of the debts, liabilities, obligations and duties of Coinexx Seller and Newco shall attach to the Surviving Corporation, and shall be enforceable against the Surviving Corporation to the same extent as if all such debts, liabilities, obligations and duties had been incurred or contracted by the Surviving Corporation.
Appears in 1 contract
At the Effective Date. (i) the rights, privileges, good will goodwill and franchises and all property, real, personal and mixed and all debts, liabilities, obligations and penalties due on whatever account and all other things in action belonging or accruing to Newco shall be bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation, by operation of law and without further act or deed, and all property and rights and liabilities, and all and every other interest of Newco shall be as effectively the property, rights and interests and liabilities of the Surviving Corporation, as they were of Newco; and
(ii) no action or proceeding, whether civil or criminal, pending at the Effective Date by or against either Coinexx Xxxxxxx Audio or Newco, or any stockholder, officer or director thereof, shall abatx xx xxxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred, or the Surviving Corporation may be substituted in such action or proceeding in place of CoinexxXxxxxxx Audio, or Newco, as the case may be; and
(iii) all rights of employees and creditors and all liens upon the property of Coinexx Xxxxxxx Audio and Newco shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all of the debts, liabilities, obligations and duties of Coinexx Xxxxxxx Audio and Newco shall attach to the Surviving Corporation, and shall be enforceable against the Surviving Corporation to the same extent as if all such debts, liabilities, obligations and duties had been incurred or contracted by the Surviving Corporation.
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At the Effective Date. (i) the 1.4.2.1. The rights, privileges, good will and franchises and all property, real, personal and mixed and all debts, liabilities, obligations and penalties due on whatever account and all other things in action belonging or accruing to Newco shall be bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in the Surviving Corporation, by operation of law and without further act or deed, and all property and rights and liabilities, and all and every other interest of Newco shall be as effectively the property, rights and interests and liabilities of the Surviving Corporation, as they were of Newco; and
(ii) no 1.4.2.2. No action or proceeding, whether civil or criminal, pending at the Effective Date by or against either Coinexx Deerfield or Newco, or any stockholder, officer or director thereof, shall abatx xx abate or be discontinued by the xxx Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred, or the Surviving Corporation may be substituted in such action or proceeding in place of CoinexxDeerfield, or Newco, as the case may be; and
(iii) all 1.4.2.3. All rights of employees and creditors and all liens upon the property of Coinexx Deerfield and Newco shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all of the debts, liabilities, obligations and duties of Coinexx Deerfield and Newco shall attach to the Surviving Corporation, and shall be enforceable against the Surviving Corporation to the same extent as if all such debts, liabilities, obligations and duties had been incurred or contracted by the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (SmartPros Ltd.)