Rights and Liabilities of the Surviving Corporation Sample Clauses

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 State of Florida. (b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI 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 WAI and any claim existing or action or proceeding pending by or against WAI or Outback 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 WAI or Outback 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 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. 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 California. (b) The title to all real estate and other property owned by each of CADI 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 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 CADI 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 CADI and the Merger Subsidiary, and any proceeding pending against CADI 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. 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 Delaware. (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 the Subsidiary 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 the Company and the Subsidiary 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 the Company and the Subsidiary, and any claim existing or action or proceeding pending by or against the Subsidiary or the Company 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 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 California. (b) The title to all real estate and other property owned by CDS 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 CDS 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 CDS and shall continue to have all the liabilities of CADI, and any proceeding pending against CDS 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 CDS.

Rights and Liabilities of the Surviving Corporation. At and after the Effective Time, the Surviving Corporation will 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 the Constituent Corporations; all debts due either of the Constituent Corporations will be vested in the Surviving Corporation; all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Constituent Corporations will be the property of the Surviving Corporation; the title to any real property of either of the Constituent Corporations will not revert or be in any way impaired by reason of the Merger, but will be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Constituent Corporations will be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Time; and all debts, liabilities and duties of the Constituent Corporations will thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.

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.

Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall be liable for all liabilities of each of the Merging Corporations, and all rights, franchises and interests of each of the Merging Corporations in and to every type of property, real, personal and mixed, and any chose in action thereunto belonging, shall be deemed to be transferred to and vested in the Surviving Corporation without any deed or other transfer, and the Surviving Corporation, without any order or other action on the part of any court or otherwise, shall hold and enjoy the same and all rights of property, franchises, and interests, including appointments, designations and nominations and all other rights and interests as trustee, executor, administrator, registrar or transfer agent of stocks and bonds, guardian, assignee, receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights of property, franchises and interests were held and enjoyed by each of the Merging Corporations. Any reference to any of the Merging Corporations in any writing, whether executed or taking effect before or after the Merger, shall be deemed a reference to the Surviving Corporation if not inconsistent with the other provisions of such writing.