Common use of Effects of Merger Clause in Contracts

Effects of Merger. At the Effective Time, NewSub2, without further action, as provided by the laws of the State of Delaware and the State of Texas, shall succeed to and possess all the rights, privileges, powers, and franchises, of a public as well as of a private nature, of AssetCo; and all property, real, personal and mixed, and all debts due on whatsoever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to AssetCo shall be deemed to be vested in NewSub2 without further act or deed; and the title to any real estate, or any interest therein, vested in NewSub2 or AssetCo shall not revert or be in any way impaired by reason of the Merger. Such transfer to and vesting in NewSub2 shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger or consolidation by law or express provision in any contract, agreement, decree, order, or other instrument to which NewSub2 or AssetCo is a party or by which either of them is bound. At and after the Effective Time, NewSub2 E-19 114 shall be responsible and liable for all debts, liabilities, and duties of AssetCo, including franchise taxes, if any, which may be enforced against NewSub2 to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. Neither the rights of creditors nor any liens upon the property of AssetCo or NewSub2 shall be impaired by the Merger.