Common use of Rights, Privileges, Etc Clause in Contracts

Rights, Privileges, Etc. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Xiamen Sub and Highlight; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Xiamen Sub and Highlight on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Xiamen Sub or Highlight, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Xiamen Sub and Highlight shall be preserved unimpaired, and all liens upon the property of Xiamen Sub or Highlight shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it. Further Assurances From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Xiamen Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

Rights, Privileges, Etc. On At the Effective Date of the MergerTime, the Surviving Corporation, without further act, deed or other transfer, separate corporate existence of Canmax-Wyoming shall retain or succeed to, as the case may becease, and the Surviving Corporation shall possess and be vested with all the rights, privileges, immunities, powers, powers and franchises and authority, of a public or private nature and be subject to all the restrictions, disabilities and duties of Canmax-Wyoming; and all the rights, privileges, powers and franchises of Canmax-Wyoming on whatever account, as well as of a private naturefor share subscriptions and all other things in action, of Xiamen Sub shall be vested in the Surviving Corporation; and Highlight; all property of every description property, rights, privileges, powers and every interest thereinfranchises, and all debts and every other obligations interest shall be thereafter as effectively the property of or belonging to or due to each of Xiamen Sub and Highlight on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deedas the same were of Canmax-Wyoming, and the title to any real estate, estate vested by deed or any interest therein vested in Xiamen Sub or Highlight, otherwise shall not revert or be in any way be impaired by reason of this merger; and the Merger, but all of the rights of creditors creditor and liens upon any property of Xiamen Sub and Highlight Canmax-Wyoming shall be preserved unimpaired, and all liens upon the property of Xiamen Sub or Highlight shall be preserved reserved unimpaired, and all debts, liabilities, obligations liabilities and duties of the respective corporations Canmax-Wyoming shall thenceforth remain with or be attached to, as the case may be, attach to the Surviving Corporation and may be enforced against it to the same extent as if all of said such debts, liabilities, obligations liabilities and duties had been incurred or contracted by it; PROVIDED, HOWEVER, that such liens upon property of Canmax-Wyoming will be limited to the property affected thereby immediately prior to the Merger. Further Assurances From time All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Canmax-Wyoming, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to timethe Effective Time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other actionfor all purposes as the acts, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to plans, policies, agreements, arrangements, approvals and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors authorizations of the Surviving Corporation are fully authorized in Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the name and on behalf of Xiamen Sub or otherwise same were with respect to take any and all such action and to execute and deliver any and all such deeds and other instrumentsCanmax-Wyoming.

Rights, Privileges, Etc. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Xiamen Sub Cathay Delaware and HighlightCathay Wyoming; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Xiamen Sub Cathay Delaware and Highlight Cathay Wyoming on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Xiamen Sub Cathay Delaware or HighlightCathay Wyoming, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Xiamen Sub Cathay Delaware and Highlight Cathay Wyoming shall be preserved unimpaired, and all liens upon the property of Xiamen Sub Cathay Delaware or Highlight Cathay Wyoming shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it. Further Assurances From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Xiamen Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

Rights, Privileges, Etc. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises -------------------------------------------------------------------------------- Page 3 6 and authority, of a public as well as of a private nature, of Xiamen Sub Amazon Washington and HighlightAmazon Delaware; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Xiamen Sub Amazon Washington and Highlight Amazon Delaware on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, ; title to any real estate, or any interest therein vested in Xiamen Sub Amazon Washington or HighlightAmazon Delaware, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Xiamen Sub Amazon Washington and Highlight Amazon Delaware shall be preserved unimpaired, and all liens upon the property of Xiamen Sub Amazon Washington or Highlight Amazon Delaware shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it. Further Assurances From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Xiamen Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

Rights, Privileges, Etc. On At the Effective Date of the MergerTime, the Surviving Corporation, without further act, deed or other transfer, separate corporate existence of Ascendant-Texas shall retain or succeed to, as the case may becease, and the Surviving Corporation shall possess and be vested with all the rights, privileges, immunities, powers, powers and franchises and authority, of a public or private nature and be subject to all the restrictions, disabilities and duties of Ascendant-Texas; and all the rights, privileges, powers and franchises of Ascendant-Texas on whatever account, as well as of a private naturefor share subscriptions and all other things in action, of Xiamen Sub shall be vested in the Surviving Corporation; and Highlight; all property of every description property, rights, privileges, powers and every interest thereinfranchises, and all debts and every other obligations interest shall be thereafter as effectively the property of or belonging to or due to each of Xiamen Sub and Highlight on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deedas the same were of Ascendant-Texas, and the title to any real estate, estate vested by deed or any interest therein vested in Xiamen Sub or Highlight, otherwise shall not revert or be in any way be impaired by reason of this merger; and the Merger, but all of the rights of creditors creditor and liens upon any property of Xiamen Sub and Highlight Ascendant-Texas shall be preserved unimpaired, and all liens upon the property of Xiamen Sub or Highlight shall be preserved reserved unimpaired, and all debts, liabilities, obligations liabilities and duties of the respective corporations Ascendant-Texas shall thenceforth remain with or be attached to, as the case may be, attach to the Surviving Corporation and may be enforced against it to the same extent as if all of said such debts, liabilities, obligations liabilities and duties had been incurred or contracted by it; provided, however, that such liens upon property of Ascendant-Texas will be limited to the property affected thereby immediately prior to the Merger. Further Assurances From time All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Ascendant-Texas, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to timethe Effective Time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other actionfor all purposes as the acts, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to plans, policies, agreements, arrangements, approvals and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors authorizations of the Surviving Corporation are fully authorized in Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon as the name and on behalf of Xiamen Sub or otherwise same were with respect to take any and all such action and to execute and deliver any and all such deeds and other instrumentsAscendant-Texas.

Rights, Privileges, Etc. On At the Effective Date of the MergerTime, the Surviving Corporation, without further act, deed or other transfer, separate corporate existence of USARadio-Colorado shall retain or succeed to, as the case may becease, and the Surviving Corporation shall possess and be vested with all the rights, privileges, immunities, powers, powers and franchises and authority, of a public or private nature and be subject to all the restrictions, disabilities and duties of USARadio-Colorado; and all the rights, privileges, powers and franchises of USARadio-Colorado on whatever account, as well as of a private naturefor share subscriptions and all other things in action, of Xiamen Sub shall be vested in the Surviving Corporation; and Highlight; all property of every description property, rights, privileges, powers and every interest thereinfranchises, and all debts and every other obligations interest shall be thereafter as effectively the property of or belonging to or due to each of Xiamen Sub and Highlight on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deedas the same were of USARadio-Colorado, and the title to any real estate, estate vested by deed or any interest therein vested in Xiamen Sub or Highlight, otherwise shall not revert or be in any way be impaired by reason of this merger; and the Merger, but all of the rights of creditors creditor and liens upon any property of Xiamen Sub and Highlight USARadio- Colorado shall be preserved unimpaired, and all liens upon the property of Xiamen Sub or Highlight shall be preserved reserved unimpaired, and all debts, liabilities, obligations liabilities and duties of the respective corporations USARadio-Colorado shall thenceforth remain with or be attached to, as the case may be, attach to the Surviving Corporation and may be enforced against it to the same extent as if all of said such debts, liabilities, obligations liabilities and duties had been incurred or contracted by it; provided, however, that such liens upon property of USARadio-Colorado will be limited to the property affected thereby immediately prior to the Merger. Further Assurances From time All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of USARadio-Colorado, its stockholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to timethe Effective Time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other actionfor all purposes as the acts, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to plans, policies, agreements, arrangements, approvals and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors authorizations of the Surviving Corporation are fully authorized in Corporation, its stockholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the name and on behalf of Xiamen Sub or otherwise same were with respect to take any and all such action and to execute and deliver any and all such deeds and other instrumentsUSARadio- Colorado.

Rights, Privileges, Etc. On At the Effective Date of the MergerTime, the Surviving Corporation, without further act, deed or other transfer, separate corporate existence of Gladstone-Washington shall retain or succeed to, as the case may becease, and the Surviving Corporation shall possess and be vested with all the rights, privileges, immunities, powers, powers and franchises and authority, of a public or private nature and be subject to all the restrictions, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers and franchises of Gladstone- Washington on whatever account, as well as of a private naturefor share subscriptions and all other things in action, of Xiamen Sub shall be vested in the Surviving Corporation; and Highlight; all property of every description property, rights, privileges, powers and every interest thereinfranchises, and all debts and every other obligations interest shall be thereafter as effectively the property of or belonging to or due to each of Xiamen Sub and Highlight on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deedas the same were of Gladstone-Washington, and the title to any real estate, estate vested by deed or any interest therein vested in Xiamen Sub or Highlight, otherwise shall not revert or be in any way be impaired by reason of this merger; and the Merger, but all of the rights of creditors creditor and liens upon any property of Xiamen Sub and Highlight Gladstone-Washington shall be preserved unimpaired, and all liens upon the property of Xiamen Sub or Highlight shall be preserved reserved unimpaired, and all debts, liabilities, obligations liabilities and duties of the respective corporations Gladstone-Washington shall thenceforth remain with or be attached to, as the case may be, attach to the Surviving Corporation and may be enforced against it to the same extent as if all of said such debts, liabilities, obligations liabilities and duties had been incurred or contracted by it; provided, however, that such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. Further Assurances From time All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to timethe Effective Time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further other actionfor all purposes as the acts, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to plans, policies, agreements, arrangements, approvals and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors authorizations of the Surviving Corporation are fully authorized in Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the name and on behalf of Xiamen Sub or otherwise same were with respect to take any and all such action and to execute and deliver any and all such deeds and other instrumentsGladstone-Washington.

Rights, Privileges, Etc. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Xiamen Sub Abakan and HighlightWaste to Energy; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Xiamen Sub Abakan and Highlight Waste to Energy on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Xiamen Sub Abakan or HighlightWaste to Energy, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Xiamen Sub Abakan and Highlight Waste to Energy shall be preserved unimpaired, and all liens upon the property of Xiamen Sub Abakan or Highlight Waste to Energy shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it. Further Assurances 3.2 FURTHER ASSURANCES From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Xiamen Sub Abakan such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub Abakan and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Xiamen Sub Abakan or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 4. GENERAL 4.1 ABANDONMENT Notwithstanding any approval of the Merger or this Agreement by the shareholders of Abakan Waste to Energy or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Abakan and Waste to Energy. 4.2 AMENDMENT At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Abakan and Waste for Energy. 4.3 GOVERNING LAW This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.