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

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 As of the Effective Date, 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 Newco, and the Company. All rights, title and interests to all real estate and other property owned by Newco and 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 allocated to and deemed to be transferred or invested vested in the Surviving Corporation without reversion 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. (c) At the Effective TimeDate, the Surviving Corporation shall thereafter thenceforth be responsible and liable for all liabilities and obligations of the Company and MCNewco, and any claim existing or action or proceeding Proceeding pending by or against the Company or MC Newco 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 Newco or 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, 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 TexasColorado. (b) The Surviving Corporation shall possess all of the rights, privileges, privileges immunities and franchises, of either a public or private nature, of the Company and MC the Subsidiary 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 choses in action, and every other interest of or belonging or due to the Company and MC 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 TimeDate, the Surviving Corporation shall thereafter thenceforth be responsible and liable for all liabilities and obligations of the Company and MCthe Subsidiary, and any claim existing or action or proceeding pending by or against the Subsidiary or 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 Subsidiary or the Company or MC shall be impaired by the Merger.