Rights and Liabilities of the Surviving Corporation Clause Samples
The "Rights and Liabilities of the Surviving Corporation" clause defines the legal responsibilities and entitlements that the surviving entity assumes following a merger or consolidation. Typically, this clause stipulates that the surviving corporation inherits all assets, rights, privileges, and obligations of the merging entities, including contracts, debts, and legal claims. Its core function is to ensure continuity and legal clarity by specifying that the surviving corporation seamlessly steps into the shoes of the predecessor entities, thereby preventing gaps in liability or ownership after the transaction.
Rights and Liabilities of the Surviving Corporation. As of the Effective Date, the Surviving Corporation shall have the following rights and obligations, pursuant to Article 5.06
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the Commonwealth of Massachusetts.
(b) The Surviving Corporation shall possess all of the rights, privileges immunities and franchises, of either a public or private nature, of PureSpeech and Acquisition, and all property, real, personal and mixed, and all debts due on whatever account, including subscription to shares, and all other choses in action, and every other interest of or belonging or due to PureSpeech and Acquisition shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of PureSpeech and Acquisition and any claim existing or action or proceeding pending by or against Acquisition or PureSpeech may be prosecuted as if the Merger had not occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of Acquisition or PureSpeech shall be impaired by the Merger.
Rights and Liabilities of the Surviving Corporation. The --------------------------------------------------- Surviving Corporation shall have the following rights and obligations: (i) the Surviving Corporation shall have all the rights, privileges immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Delaware; (ii) the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of e resources and Merger Corp. and all property, real, personal and mixed, and all debts due on whatever account, including subscription to shares, and all other chosen in action, and every other interest of or belonging or due to e resources and Merger Corp. shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed; and (iii) at the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of e resources and the Merger Corp. and any claim existing or action or proceeding pending by or against the Merger Corp. or e resources may be prosecuted as if the Merger had not occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of e resources or Merger Corp. shall be impaired by the Merger.
Rights and Liabilities of the Surviving Corporation. At and after the Effective Time, and all in the manner of and as more fully set forth in the Tennessee Business Corporation Act and the New Jersey Business Corporation Act, the title to all real estate and other property, or any interest therein, owned by each of T&B New Jersey and T&B Tennessee shall be vested in the Surviving Corporation without reversion or impairment; the Surviving Corporation shall succeed to and possess, without further act or deed, all estates, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal and mixed, of each of
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Texas.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of the Company and MC and all property, real, personal and mixed, and all debts due on whatever account, including subscription to shares, and all other intangible property rights, contract rights and causes of action, and every other interest of or belonging or due to the Company and MC shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Time, the Surviving Corporation shall thereafter be responsible and liable for all liabilities and obligations of the Company and MC, and any claim existing or action or proceeding pending by or against the Company or MC may be prosecuted as if the Merger had not occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the Company or MC shall be impaired by the Merger.
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of California.
(b) The title to all real estate and other property owned by IPS shall be, at the Effective Date, transferred to and vested in the Surviving Corporation without reversion or impairment; and such transfer to and vesting in the Surviving Corporation 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 by law or by express provision in any contract, agreement, decree, order, or other instrument to which IPS or CADI is a party or by which it is bound.
(c) At the Effective Date, the Surviving Corporation shall thenceforth have all liabilities of IPS and shall continue to have all the liabilities of CADI, and any proceeding pending against IPS or CADI may be continued as if the Merger did not occur or CADI, as the Surviving Corporation, may be substituted in the proceeding for IPS.
Rights and Liabilities of the Surviving Corporation. As of the Effective Date, the Surviving Corporation shall have the following rights and obligations, pursuant to Article 5.06 of the Texas Business Corporation Act.
(a) All rights, title and interests to all real estate and other property owned by the Company and Subco shall be allocated to and vested in the Surviving Corporation without reservation 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.
(b) All liabilities and obligations of the Company and Subco shall be allocated to the Surviving Corporation, and the Surviving Corporation shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the merger, other than the Surviving Corporation, shall be liable thereon.
(c) A proceeding pending by or against the Company may be continued as if the Merger did not occur, or the Surviving Corporation to which the liability, obligation, asset or right associated with such proceeding is allocated to and vested in may be substituted in the proceeding.
(d) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Texas.
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of California.
(b) The title to all real estate and other property owned by each of ImaginOn and the Merger Subsidiary shall be, at the Effective Date, transferred to and vested in the Surviving Corporation without reversion or impairment; and such transfer to and vesting in the Surviving Corporation 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 by law or by express provision in any contract, agreement, decree, order, or other instrument to which ImaginOn or the Merger Subsidiary is a party or by which it is bound.
(c) At the Effective Date, the Surviving Corporation shall thenceforth have all liabilities of ImaginOn and the Merger Subsidiary, and any proceeding pending against ImaginOn or the Merger Subsidiary may be continued as if the Merger did not occur or the Surviving Corporation may be substituted in the proceeding for the Merger Subsidiary.
Rights and Liabilities of the Surviving Corporation. At the Effective Date, the Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the purposes, powers, rights, privileges, immunities and franchises, and shall be subject to all the duties and liabilities, of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the purposes, powers, rights, privileges, immunities and franchises, of either a public or private nature, of the Company and the Subsidiary, and all property, real, personal and mixed, all debts due on whatever account, including subscription to shares, all other chooses in action and every other interest of or belonging or due to the Company and the Subsidiary shall be taken and deemed to be transferred or vested in the Surviving Corporation without further act or deed.
(c) Neither the rights of creditors nor any liens upon the property of the Subsidiary or the Company shall be impaired by the Merger.
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Arizona.
(b) The title to all real estate and other property owned by RSI and Merger Corp. shall be vested in the Surviving Corporation without revision or impairment;
(c) The Surviving Corporation automatically has all of the liabilities of RSI and Merger Corp.; and
(d) At the Effective Date, a proceeding pending against RSI or Merger Corp. may be continued as if the Merger did not occur or the Surviving Corporation may be substituted in the proceeding.