Effects of Mergers. At the Effective Time, Pioneer USA, 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 the Partnerships; 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 the Partnerships shall be deemed to be vested in Pioneer USA without further act or deed; and the title to any real estate, or any interest therein, vested in Pioneer USA or the Partnerships shall not revert or be in any way impaired by reason of the mergers. Such transfer to and vesting in Pioneer USA 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 Pioneer USA or the Partnerships is a party or by which either of them is bound. At and after the Effective Time, Pioneer USA shall be responsible and liable for all debts, liabilities, and duties of the Partnerships, including franchise taxes, if any, which may be enforced against Pioneer USA 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 the Partnerships or Pioneer USA shall be impaired by the mergers.
Appears in 26 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Usa Inc), Agreement and Plan of Merger (Pioneer Natural Resources Usa Inc), Agreement and Plan of Merger (Pioneer Natural Resources Usa Inc)
