Common use of Effect of Merger or Conversion Clause in Contracts

Effect of Merger or Conversion. (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the certificate of conversion: (i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; (v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution of parties; and (vi) the Partnership Securities that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the converted entity as provided in the Plan of Conversion or certificate of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion or certificate of conversion. (c) A merger, consolidation or conversion effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Effect of Merger or Conversion. (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the certificate of conversion: (i) the Partnership other entity or business form shall continue be deemed to exist, without interruption, but be the same entity as the Company and the conversion shall constitute a continuation of the existence of the Company in the organizational form of the converted such other entity rather than in its prior organizational or business form; (ii) all rightssuch conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, title, and interests nor shall it be deemed to all real estate and other property owned by affect the Partnership shall continue choice of law applicable to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject Company with respect to any existing liens or other encumbrances thereonmatters arising prior to such conversion; (iii) the other entity or business form shall, for all liabilities and obligations purposes of the Partnership shall continue laws of the State of Delaware, be deemed to be liabilities and obligations of the converted same entity in its new organizational form without impairment or diminution by reason of as the conversionCompany; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as rights, privileges and powers of the effective time Company that has converted, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the conversion will continue Company, shall remain vested in existence as the other entity or business form to those liabilities which the Company has converted and obligations shall be the property of such other entity or business form, and may the title to any real property vested by deed or otherwise in the Company shall not revert or be pursued by such creditors and obligees as if the conversion did not occurin any way impaired; (v) a proceeding pending all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the other entity or business form to which the Company has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by or against the Partnership or by or against any of Partners it in their capacities its capacity as such may be continued by other entity or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution of parties; andbusiness form; (vi) the Partnership rights, privileges, powers and interests in property of the Company, as well as the debts, liabilities and duties of the Company, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to the Company has converted for any purpose of the laws of the State of Delaware; and (vii) the Company Securities that are to be exchanged for or converted into partnership interestscash, sharesproperty, evidences rights or securities of ownership, or other securities interests in the entity or business form into which the Company is being converted entity as provided shall be so exchanged or converted in accordance with the Plan of Conversion, or, in addition to or in lieu thereof, if the Plan of Conversion so provides, the Company Securities may be exchanged for or certificate converted into cash, property, rights or securities of conversion shall or interests in another entity or business form or may be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion or certificate of conversioncancelled. (c) A It is the intent of the parties hereto that a merger, consolidation or conversion effected pursuant to this Article 12 shall not be deemed to result in a transfer or assignment of assets assets, liabilities, debts or liabilities duties from one entity to another.

Effect of Merger or Conversion. (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the certificate of conversion: (i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; (v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution of parties; and (vi) the Partnership Securities that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the converted entity as provided in the Plan of Conversion or certificate of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion or certificate of conversion. (c) A merger, consolidation or conversion effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Effect of Merger or Conversion. (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the certificate of conversion: (i) the Partnership other entity or business form shall continue be deemed to exist, without interruption, but be the same entity as the Company and the conversion shall constitute a continuation of the existence of the Company in the organizational form of the converted such other entity rather than in its prior organizational or business form; (ii) all rightssuch conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, title, and interests nor shall it be deemed to all real estate and other property owned by affect the Partnership shall continue choice of law applicable to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject Company with respect to any existing liens or other encumbrances thereonmatters arising prior to such conversion; (iii) the other entity or business form shall, for all liabilities and obligations purposes of the Partnership shall continue laws of the State of Delaware, be deemed to be liabilities and obligations of the converted same entity in its new organizational form without impairment or diminution by reason of as the conversionCompany; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as rights, privileges and powers of the effective time Company that has converted, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the conversion will continue Company, shall remain vested in existence as the other entity or business form to those liabilities which the Company has converted and obligations shall be the property of such other entity or business form, and may the title to any real property vested by deed or otherwise in the Company shall not revert or be pursued by such creditors and obligees as if the conversion did not occurin any way impaired; (v) a proceeding pending all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the other entity or business form to which the Company has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by or against the Partnership or by or against any of Partners it in their capacities its capacity as such may be continued by other entity or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution of parties; andbusiness form; (vi) the Partnership rights, privileges, powers and interests in property of the Company, as well as the debts, liabilities and duties of the Company, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to the Company has converted for any purpose of the laws of the State of Delaware; and (vii) the Company Securities that are to be exchanged for or converted into partnership interestscash, sharesproperty, evidences rights or securities of ownership, or other securities interests in the entity or business form into which the Company is being converted entity as provided shall be so exchanged or converted in accordance with the Plan of Conversion, or, in addition to or in lieu thereof, if the Plan of Conversion so provides, the Company Securities may be exchanged for or certificate converted into cash, property, rights or securities of conversion shall or interests in another entity or business form or may be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion or certificate of conversioncancelled. (c) A merger, merger or consolidation or conversion effected pursuant to this Article XII shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Effect of Merger or Conversion. (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the certificate of conversion: (i) the Partnership other entity or business form shall continue be deemed to exist, without interruption, but be the same entity as the Company and the conversion shall constitute a continuation of the existence of the Company in the organizational form of the converted such other entity rather than in its prior organizational or business form; (ii) all rightssuch conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, title, and interests nor shall it be deemed to all real estate and other property owned by affect the Partnership shall continue choice of law applicable to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject Company with respect to any existing liens or other encumbrances thereonmatters arising prior to such conversion; (iii) the other entity or business form shall, for all liabilities and obligations purposes of the Partnership shall continue laws of the State of Delaware, be deemed to be liabilities and obligations of the converted same entity in its new organizational form without impairment or diminution by reason of as the conversion;Company; 80 (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as rights, privileges and powers of the effective time Company that has converted, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the conversion will continue Company, shall remain vested in existence as the other entity or business form to those liabilities which the Company has converted and obligations shall be the property of such other entity or business form, and may the title to any real property vested by deed or otherwise in the Company shall not revert or be pursued by such creditors and obligees as if the conversion did not occurin any way impaired; (v) a proceeding pending all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the other entity or business form to which the Company has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by or against the Partnership or by or against any of Partners it in their capacities its capacity as such may be continued by other entity or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution of parties; andbusiness form; (vi) the Partnership rights, privileges, powers and interests in property of the Company, as well as the debts, liabilities and duties of the Company, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to the Company has converted for any purpose of the laws of the State of Delaware; and (vii) the Company Securities that are to be exchanged for or converted into partnership interestscash, sharesproperty, evidences rights or securities of ownership, or other securities interests in the entity or business form into which the Company is being converted entity as provided shall be so exchanged or converted in accordance with the Plan of Conversion, or, in addition to or in lieu thereof, if the Plan of Conversion so provides, the Company Securities may be exchanged for or certificate converted into cash, property, rights or securities of conversion shall or interests in another entity or business form or may be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion or certificate of conversioncancelled. (c) A merger, merger or consolidation or conversion effected pursuant to this Article XII shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.