Common use of Rights and Liabilities of Surviving Corporation Clause in Contracts

Rights and Liabilities of Surviving Corporation. On and after the Effective Date, OraLabs, as the surviving corporation, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal, and mixed, of each of the Constituent Corporations; all debts due to either of the Constituent Corporations on whatever account shall be vested in OraLabs; all claims, demands, property, rights, privileges, powers, and franchises and every other interest of either of the Constituent Corporations shall be as effectively the property of OraLabs as they were of the respective Constituent Corporations; the title to any real estate by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, but shall be vested in OraLabs; all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, and duties of the respective Constituent Corporations shall thenceforth attach to OraLabs and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it; and OraLabs shall indemnify and hold harmless SSI and the officers and directors of each of the Constituent Corporations against all such debts, liabilities, and duties and against all claims and demands arising out of the Merger, exclusive of such that arise as a primary and direct result of the Private Placement or a breach by SSI of any of its obligations or representations and warranties herein.

Appears in 3 contracts

Samples: Merger Agreement and Plan of Reorganization (Schlatter Gary H), Merger Agreement and Plan of Reorganization (Ssi Capital Corp), Merger Agreement and Plan of Reorganization (Schlatter Suzan M)

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Rights and Liabilities of Surviving Corporation. On At and after the Effective DateTime, OraLabsRxBazaar, as the surviving corporation, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal, and mixed, of each of the Constituent Corporationsconstituent corporations; all debts due to either of the Constituent Corporations constituent corporations on whatever account shall be vested in OraLabsRxBazaar; all claims, demands, property, rights, privileges, powers, and franchises and every other interest of either of the Constituent Corporations constituent corporations shall be as effectively the property of OraLabs RxBazaar as they were of the respective Constituent Corporationsconstituent corporations; the title to any real estate by deed or otherwise in either of the Constituent Corporations constituent corporations shall not revert or be in any way impaired by reason of the Mergermerger, but shall be vested in OraLabsRxBazaar; all rights of creditors and all liens upon any property of either of the Constituent Corporations constituent corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective DateTime; all debts, liabilities, and duties of the respective Constituent Corporations constituent corporations shall thenceforth attach to OraLabs RxBazaar and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it; and OraLabs RxBazaar shall indemnify and hold harmless SSI SB Merger and the officers and directors of each of the Constituent Corporations constituent corporations against all such debts, liabilities, and duties and against all claims and demands arising out of the Merger. At and after the Effective Time, exclusive SB Merger shall continue to indemnify all prior officers and directors of such that arise as a primary and direct result SB Merger to the maximum extent permitted by the Certificate of the Private Placement or a breach by SSI of any of its obligations or representations and warranties herein.Incorporation and

Appears in 2 contracts

Samples: Merger Agreement (Sb Merger Corp), Merger Agreement (Sb Merger Corp)

Rights and Liabilities of Surviving Corporation. On and after the Effective DateMerger, OraLabsTejas Holding, as the surviving corporation, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, powers and franchises, both public and private, and all of the property, real, personal, and mixed, of each of the Constituent Corporations; all debts due to either of the Constituent Corporations on whatever account shall be vested in OraLabsTejas Holding; all claims, demands, property, rights, privileges, powers, and franchises and every other interest of either of the Constituent Corporations shall be as effectively the property of OraLabs Tejas Holding as they were of the respective Constituent Corporations; the title to any real estate by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, but shall be vested in OraLabsTejas Holding; all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective DateMerger; and all debts, liabilities, and duties of the respective Constituent Corporations shall thenceforth attach to OraLabs Tejas Holding and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it; and OraLabs shall indemnify and hold harmless SSI and the officers and directors of each of the Constituent Corporations against all such debts, liabilities, and duties and against all claims and demands arising out of the Merger, exclusive of such that arise as a primary and direct result of the Private Placement or a breach by SSI of any of its obligations or representations and warranties herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Westech Capital Corp), Agreement and Plan of Merger (Westech Capital Corp)

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Rights and Liabilities of Surviving Corporation. On and after the Effective Date, OraLabsGlobal, as the surviving corporation, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, powers and franchises, both public and private, and all of the property, real, personal, and mixed, of each of the Constituent Corporations; all debts due to either of the Constituent Corporations on whatever account shall be vested in OraLabsGlobal; all claims, demands, property, rights, privileges, powers, and franchises and every other interest of either of the Constituent Corporations shall be as effectively the property of OraLabs Global as they were of the respective Constituent Corporations; the title to any real estate by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, but shall be vested in OraLabsGlobal; all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, and duties of the respective Constituent Corporations shall thenceforth attach to OraLabs Global and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it; and OraLabs Global shall indemnify and hold harmless SSI Playorena and the officers and directors of each of the Constituent Corporations against all such debts, liabilities, and duties duties, and against all claims and demands arising out of the Merger, exclusive of such that arise as a primary and direct result of the Private Placement or a breach by SSI of any of its obligations or representations and warranties herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Playorena Inc)

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