Common use of The Mergers Clause in Contracts

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 of the MRL and Section 3-114 of the MGCL, at the Effective Time, Merger Sub and the Company shall consummate the Merger, pursuant to which (i) Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub shall thereupon cease, and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Company”) as a wholly-owned subsidiary of Acquisition Sub. The Merger shall have the effects specified in Section 8-501.1(o) of the MRL, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after the Effective Time, the Surviving Company shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company and Merger Sub. (b) Subject to the terms and conditions of this Agreement, and in accordance with Section 17-211 of the DRULPA, at the Partnership Merger Effective Time, Merger Sub OP and the Operating Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub OP shall be merged with and into the Operating Partnership and the separate existence of Merger Sub OP shall thereupon cease, and (ii) the Operating Partnership shall be the surviving entity in the Partnership Merger (the “Surviving Partnership”) as an indirect, wholly-owned subsidiary of Parent OP. The Partnership Merger shall have the effects specified Section 17-211 of the DRULPA and this Agreement. Accordingly, from and after the Partnership Merger Effective Time, the Surviving Partnership shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Operating Partnership and Merger Sub OP.

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 of the MRL MGCL and Section 3-114 of the MGCLMLLCA, at the Company Merger Effective Time, the Company and Merger Sub and the Company I shall consummate the Company Merger, pursuant to which (i) Merger Sub the Company shall be merged with and into the Company Merger Sub I and the separate corporate existence of Merger Sub the Company shall thereupon cease, cease and (ii) the Company Merger Sub I shall be the surviving entity company in the Company Merger (the “Surviving Company”) as ), such that following the Company Merger, the Surviving Company will be a direct or indirect wholly-owned subsidiary of Acquisition Subthe Partnership. The Company Merger shall have the effects provided in this Agreement and as specified in Section 8-501.1(o) of the MRL, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after the Effective Time, the Surviving Company shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company and Merger SubMLLCA. (b) Immediately after the Company Merger but before the Partnership Merger, Merger Sub I will transfer certain of its Merger Partnership Units to a Parent Subsidiary that is treated as a Taxable REIT Subsidiary. (c) Subject to the terms and conditions of this Agreement, and in accordance with Section 17-211 of the DLLCA and the DRULPA, at the Partnership Merger Effective Time, Merger Partnership and Merger Sub OP and the Operating Partnership II shall consummate the Partnership Merger, pursuant to which (i) Merger Sub OP II shall be merged with and into the Operating Merger Partnership and the separate existence of Merger Sub OP II shall thereupon cease, cease and (ii) the Operating Merger Partnership shall be the surviving entity partnership in the Partnership Merger (the “Surviving Partnership”) as an indirect, wholly-owned subsidiary of Parent OP). The Partnership Merger shall have the effects provided in this Agreement and as specified Section 17-211 of in the DRULPA DLLCA and this Agreement. Accordingly, from and after the Partnership Merger Effective Time, the Surviving Partnership shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Operating Partnership and Merger Sub OPDRULPA.

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 the DRULPA, at the Partnership Merger Effective Time, OP Merger Sub and the Operating Partnership shall consummate the Partnership Merger, pursuant to which (i) OP Merger Sub shall be merged with and into the Operating Partnership and the separate existence of OP Merger Sub shall thereupon cease and (ii) the MRL Operating Partnership shall be the surviving partnership in the Partnership Merger (the “Surviving Partnership”). The Partnership Merger shall have the effects provided in this Agreement and Section 3-114 as specified in the DRULPA. (b) Subject to the terms and conditions of this Agreement, and in accordance with the MGCL, at the Effective Time, the Company and Merger Sub and the Company shall consummate the Company Merger, pursuant to which (i) Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease, cease and (ii) the Company shall be survive the surviving entity in the Company Merger (the “Surviving Company”) as ), such that, following the Company Merger, the Surviving Company shall be a wholly-owned subsidiary of Acquisition SubParent. The Merger shall have the effects provided in this Agreement and as specified in Section 8-501.1(o) the MGCL. Without limiting the generality of the MRLforegoing, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after at the Effective Time, all of the Surviving Company shall have all the assets, properties, rights, privileges, purposes and immunities, powers and debts, duties and liabilities franchises of the Company and Merger Sub. (b) Subject to Sub shall transfer to, vest in and devolve on the terms and conditions of this AgreementSurviving Company, and in accordance with Section 17-211 all debts, liabilities, obligations and duties of the DRULPA, at the Partnership Merger Effective Time, Merger Sub OP and the Operating Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub OP shall be merged with and into the Operating Partnership and the separate existence of Merger Sub OP shall thereupon cease, and (ii) the Operating Partnership shall be the surviving entity in the Partnership Merger (the “Surviving Partnership”) as an indirect, wholly-owned subsidiary of Parent OP. The Partnership Merger shall have the effects specified Section 17-211 of the DRULPA and this Agreement. Accordingly, from and after the Partnership Merger Effective Time, the Surviving Partnership shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Operating Partnership Company and Merger Sub OPshall become the debts, liabilities, obligations and duties of the Surviving Company.

The Mergers. (a) Subject to the terms and conditions of this Agreement, Agreement and in accordance with Section 8-501.1 of the MRL and Section 3-114 of the MGCLDGCL, at the First Effective Time, Holding and Merger Sub and the Company shall consummate the Merger, First Merger pursuant to which (i) Merger Sub shall be merged with and into the Company Holding and the separate corporate existence of Merger Sub shall thereupon cease, and (ii) the Company Holding shall be the surviving entity in the Merger First Merger, and (iii) the “Surviving Company”) as a wholly-owned subsidiary separate existence of Acquisition SubHolding with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the First Merger. The First Merger shall have the effects specified set forth in Section 8-501.1(o) of the MRL, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after the Effective Time, the Surviving Company shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company and Merger SubDGCL. (b) Subject to the terms and conditions of this Agreement, Agreement and in accordance with Section 17-211 of the DRULPADGCL, at immediately after the Partnership Merger First Effective Time, Holding and Merger Sub OP and the Operating Partnership LLC shall consummate the Partnership Second Merger pursuant to which (i) Holding shall be merged with and into Merger LLC and the separate corporate existence of Holding shall thereupon cease, (ii) Second Surviving Company shall be the surviving entity in the Second Merger, and (iii) the separate existence of Second Surviving Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Second Merger. The Second Merger shall have the effects set forth in the DGCL and in the DLLCA. (c) Subject to the terms and conditions of this Agreement and in accordance with the DGCL, immediately after the Second Effective Time, the Company and Merger Sub II shall consummate the Third Merger pursuant to which (i) Merger Sub OP II shall be merged with and into the Operating Partnership Company and the separate corporate existence of Merger Sub OP II shall thereupon cease, and (ii) the Operating Partnership Third Surviving Corporation shall be the surviving entity in the Partnership Merger Third Merger, and (iii) the “separate existence of Third Surviving Partnership”) as an indirectCorporation with all its rights, wholly-owned subsidiary of Parent OPprivileges, immunities, powers and franchises shall continue unaffected by the Third Merger. The Partnership Third Merger shall have the effects specified Section 17-211 set forth in the DGCL. (d) Subject to the terms and conditions of this Agreement and in accordance with the DRULPA and this Agreement. AccordinglyDGCL, from and immediately after the Partnership Merger Third Effective Time, Fluent and Merger Sub III shall consummate the Fourth Merger pursuant to which (i) Merger Sub III shall be merged with and into Fluent and the separate corporate existence of Merger Sub III shall thereupon cease, (ii) Fourth Surviving Partnership Corporation shall have be the surviving entity in the Fourth Merger, and (iii) the separate existence of Fourth Surviving Corporation with all the properties, its rights, privileges, purposes and immunities, powers and debts, duties and liabilities of franchises shall continue unaffected by the Operating Partnership and Fourth Merger. The Fourth Merger Sub OPshall have the effects set forth in the DGCL.

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 of the MRL and Section 3-114 of the MGCL, at the REIT Merger Effective Time, Merger Sub and the Company shall consummate the Merger, pursuant to which (i) Merger Sub shall be merged HI-REIT will merge with and into XXXXXXX XX, with XXXXXXX XX being the Company and corporation surviving the separate existence of Merger Sub shall thereupon cease, and (ii) the Company shall be the surviving entity in the REIT Merger (the “Surviving CompanyCorporation”) as a wholly), and the separate legal existence of HI-owned subsidiary of Acquisition SubREIT shall cease. The effect of the REIT Merger shall have be as set forth in this Agreement and as provided in the effects specified in Section 8-501.1(o) applicable provisions of the MRL, Section 3-114 MGCL. Without limiting the generality of the MGCL foregoing, and this Agreement. Accordinglysubject thereto, from and after at the REIT Merger Effective Time, all of the Surviving Company shall have all the propertiesproperty, rights, privileges, purposes and powers and franchises of HI-REIT shall vest in the Surviving Corporation, and all debts, liabilities and duties of HI-REIT shall become the debts, liabilities and liabilities duties of the Company and Merger SubSurviving Corporation. (b) Subject to the terms and conditions of this Agreement, and in accordance with Section 17-211 of the DRULPA, at the Partnership Merger Effective Time, Merger Sub HI-REIT OP and the Operating Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub OP shall be merged will merge with and into XXXXXXX XX OP, with XXXXXXX XX OP being the Operating Partnership and the separate existence of Merger Sub OP shall thereupon cease, and (ii) the Operating Partnership shall be the partnership surviving entity in the Partnership Merger (the “Surviving Partnership”) as an indirect), whollyand the separate legal existence of HI-owned subsidiary of Parent OPREIT OP shall cease. The effect of the Partnership Merger shall have be as set forth in this Agreement and as provided in the effects specified Section 17-211 applicable provisions of the DRULPA TBOC and this Agreementthe DRULPA. AccordinglyWithout limiting the generality of the foregoing, from and after subject thereto, at the Partnership Merger Effective Time, all of the Surviving Partnership shall have all the propertiesproperty, rights, privileges, purposes and powers and franchises of HI-REIT OP shall vest in the Surviving Partnership, and all debts, liabilities and duties of HI-REIT OP shall become the debts, liabilities and liabilities duties of the Operating Partnership and Merger Sub OPSurviving Partnership.

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 of the MRL and Section 3-114 of the MGCLMRULPA, at the Partnership Merger Effective Time, Merger Sub II and the Company Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub II shall be merged with and into the Company Partnership and the separate existence of Merger Sub II shall thereupon cease, cease and (ii) the Company Partnership shall be the surviving entity partnership in the Partnership Merger (the “Surviving CompanyPartnership”) as a wholly-owned subsidiary of Acquisition Sub). The Partnership Merger shall have the effects provided in this Agreement and as specified in Section 8-501.1(o) of the MRL, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after the Effective Time, the Surviving Company shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company and Merger SubMRULPA. (b) Subject to the terms and conditions of this Agreement, and in accordance with Section 17-211 of the DRULPADRULPA and the MGCL, at the Partnership Company Merger Effective Time, the Company and Merger Sub OP and the Operating Partnership I shall consummate the Partnership Company Merger, pursuant to which (i) Merger Sub OP the Company shall be merged with and into the Operating Partnership Merger Sub I and the separate corporate existence of Merger Sub OP the Company shall thereupon cease, cease and (ii) Merger Sub I shall survive the Operating Partnership shall be the surviving entity in the Partnership Company Merger (the “Surviving PartnershipCompany”) as an indirect), such that, following the Company Merger, Parent shall be the sole limited partner of the Surviving Company and Merger Sub I GP, a wholly-owned subsidiary of Parent OPParent, will be the sole general partner of the Surviving Company. The Partnership Company Merger shall have the effects provided in this Agreement and as specified Section 17-211 of in the DRULPA and this Agreement. Accordingly, from and after the Partnership Merger Effective Time, the Surviving Partnership shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Operating Partnership and Merger Sub OPMGCL.

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 of the MRL and Section 3-114 of the MGCLDRULPA, at the Partnership Merger Effective Time, Merger Sub II and the Company Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub II shall be merged with and into the Company Partnership and the separate existence of Merger Sub II shall thereupon cease, cease and (ii) the Company Partnership shall be the surviving entity partnership in the Partnership Merger (the “Surviving CompanyPartnership”) as a wholly-owned subsidiary of Acquisition Sub). The Partnership Merger shall have the effects provided in this Agreement and as specified in Section 8-501.1(o) of the MRL, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after the Effective Time, the Surviving Company shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company and Merger SubDRULPA. (b) Subject to the terms and conditions of this Agreement, and in accordance with Section 17-211 of the DRULPADLLCA and the MGCL, at the Partnership Company Merger Effective Time, the Company and Merger Sub OP and the Operating Partnership I shall consummate the Partnership Company Merger, pursuant to which (i) Merger Sub OP the Company shall be merged with and into the Operating Partnership Merger Sub I and the separate existence of Merger Sub OP the Company shall thereupon cease, cease and (ii) Merger Sub I shall survive the Operating Partnership shall be the surviving entity in the Partnership Company Merger (the “Surviving PartnershipCompany”) as an indirect), wholly-owned subsidiary such that, immediately following the Company Merger, Parent shall be the sole holder of Parent OPcommon units of the Surviving Company. The Partnership Company Merger shall have the effects provided in this Agreement and as specified Section 17-211 of in the DRULPA DLLCA and this Agreement. Accordingly, from and after the Partnership Merger Effective Time, the Surviving Partnership shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Operating Partnership and Merger Sub OPMGCL.

The Mergers. (a) Subject to the terms and conditions of this Agreement, and in accordance with Section 8-501.1 of the MRL and Section 3-114 of the MGCLDRULPA, at the Partnership Merger Effective Time, Merger Sub II and the Company Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub II shall be merged with and into the Company Partnership and the separate existence of Merger Sub II shall thereupon cease, cease and (ii) the Company Partnership shall be the surviving entity partnership in the Partnership Merger (the “Surviving CompanyPartnership”) as a wholly-owned subsidiary of Acquisition Sub). The Partnership Merger shall have the effects provided in this Agreement and as specified in Section 8-501.1(o) of the MRL, Section 3-114 of the MGCL and this Agreement. Accordingly, from and after the Effective Time, the Surviving Company shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company and Merger SubDRULPA. (b) Subject to the terms and conditions of this Agreement, and in accordance with Section 17-211 of the DRULPADRULPA and the MRL, at the Partnership Company Merger Effective Time, the Company and Merger Sub OP and the Operating Partnership I shall consummate the Partnership Company Merger, pursuant to which (i) Merger Sub OP the Company shall be merged with and into the Operating Partnership Merger Sub I and the separate existence of Merger Sub OP the Company shall thereupon cease, cease and (ii) Merger Sub I shall survive the Operating Partnership shall be the surviving entity in the Partnership Company Merger (the “Surviving PartnershipCompany”) as an indirect), such that, immediately following the Company Merger, Parent shall be the sole limited partner of the Surviving Company and Merger Sub I GP, a wholly-owned subsidiary of Parent OPParent, will be the sole general partner of the Surviving Company. The Partnership Company Merger shall have the effects provided in this Agreement and as specified Section 17-211 of in the DRULPA and this Agreement. Accordingly, from and after the Partnership Merger Effective Time, the Surviving Partnership shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Operating Partnership and Merger Sub OPMRL.