Rights and Liabilities of Surviving Corporation. (a) On and after the Effective Date, Logical, as the surviving corporation of the Logical Merger, 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 LAC; all debts due to LAC on whatever account shall be vested in Logical; all claims, demands, property, rights, privileges, powers, franchises and every other interest of LAC shall be as effectively the property of Logical as they were of LAC; the title to any real estate by deed or otherwise in LAC shall not revert or be in any way impaired by reason of the Logical Merger, but shall be vested in Logical; all rights of creditors and all liens upon any property of LAC shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, and duties of LAC shall thenceforth attach to Logical 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 Logical shall indemnify and hold harmless Advatex and the officers and directors of LAC against all such debts, liabilities, and duties, and against all claims and demands arising out of the Logical Merger.
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Amour St Edwin), Merger Agreement and Plan of Reorganization (Color Imaging Inc)
Rights and Liabilities of Surviving Corporation. (a) On and after the Effective Date, LogicalIVI, as the surviving corporation entity of the Logical Merger, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, private and all of the property, real, personal, personal and mixed, of LACIPH; all debts due to LAC IPH on whatever account shall be vested in LogicalIVI; all claims, demands, property, rights, privileges, powers, franchises and every other interest of LAC IPH shall be as effectively the property of Logical IVI as they were of LACIPH; the title to any real estate by deed or otherwise in LAC IPH shall not revert or be in any way impaired by reason of the Logical Merger, but shall be vested in LogicalIVI; all rights of creditors and all liens upon any property of LAC IPH shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, liabilities and duties of LAC IPH shall thenceforth attach to Logical IVI and may be enforced against it to the same extent as if such debts, liabilities, liabilities and duties had been incurred or contracted by it; and Logical IVI shall indemnify and hold harmless Advatex IPLO and the officers and directors of LAC IPH against all such debts, liabilities, liabilities and duties, duties and against all claims and demands arising out of the Logical Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Packaging & Logistics Group Inc.)
Rights and Liabilities of Surviving Corporation. (a) On and after the Effective Date, LogicalH&H, as the surviving corporation entity of the Logical Merger, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, private and all of the property, real, personal, personal and mixed, of LACYRX; all debts due to LAC YRX on whatever account shall be vested in LogicalH&H; all claims, demands, property, rights, privileges, powers, franchises and every other interest of LAC YRX shall be as effectively the property of Logical H&H as they were of LACYRX; the title to any real estate by deed or otherwise in LAC YRX shall not revert or be in any way impaired by reason of the Logical Merger, but shall be vested in LogicalH&H; all rights of creditors and all liens upon any property of LAC YRX shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, liabilities and duties of LAC YRX shall thenceforth attach to Logical H&H and may be enforced against it to the same extent as if such debts, liabilities, liabilities and duties had been incurred or contracted by it; and Logical H&H shall indemnify and hold harmless Advatex Kaire and the officers and directors of LAC YRX against all such debts, liabilities, liabilities and duties, duties and against all claims and demands arising out of the Logical Merger.
Appears in 1 contract
Rights and Liabilities of Surviving Corporation. (a) On and after the Effective Date, LogicalRXFA, as the surviving corporation entity of the Logical Merger, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, private and all of the property, real, personal, personal and mixed, of LACDMECA; all debts due to LAC DMECA on whatever account shall be vested in LogicalRXFA; all claims, demands, property, rights, privileges, powers, franchises and every other interest of LAC DMECA shall be as effectively the property of Logical RXFA as they were of LACDMECA; the title to any real estate by deed or otherwise in LAC DMECA shall not revert or be in any way impaired by reason of the Logical Merger, but shall be vested in LogicalRXFA; all rights of creditors and all liens upon any property of LAC DMECA shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, liabilities and duties of LAC DMECA shall thenceforth attach to Logical RXFA and may be enforced against it to the same extent as if such debts, liabilities, liabilities and duties had been incurred or contracted by it; and Logical RXFA shall indemnify and hold harmless Advatex Diamond and the officers and directors of LAC DMECA against all such debts, liabilities, liabilities and duties, duties and against all claims and demands arising out of the Logical Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Entertainment Corp)
Rights and Liabilities of Surviving Corporation. (a) On and after ------------------------------------------------ the Effective Date, LogicalENTR, as the surviving corporation entity of the Logical Merger, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, private and all of the property, real, personal, personal and mixed, of LACKAHI SUB; all debts due to LAC KAHI SUB on whatever account shall be vested in LogicalENTR; all claims, demands, property, rights, privileges, powers, franchises and every other interest of LAC KAHI SUB shall be as effectively the property of Logical ENTR as they were of LACKAHI SUB; the title to any real estate by deed or otherwise in LAC KAHI SUB shall not revert or be in any way impaired by reason of the Logical Merger, but shall be vested in LogicalENTR; all rights of creditors and all liens upon any property of LAC KAHI SUB shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities, liabilities and duties of LAC KAHI SUB shall thenceforth attach to Logical ENTR and may be enforced against it to the same extent as if such debts, liabilities, liabilities and duties had been incurred or contracted by it; and Logical ENTR shall indemnify and hold harmless Advatex KAHI and the officers and directors of LAC KAHI SUB against all such debts, liabilities, liabilities and duties, duties and against all claims and demands arising out of the Logical Merger.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Kaire Holdings Inc)