Transfer and Conveyance of Assets and Assumption of Liabilities. (a) At the Effective Time, the Parent shall continue in existence as the Surviving Corporation; and without further transfer, all the property, rights, privileges, powers and franchises of the Subsidiary shall vest in the Surviving Corporation without further act or deed; and all debts, liabilities, obligations, restrictions, disabilities and duties of the Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation; and any claim or judgment against the Subsidiary may be enforced against the Surviving Corporation in accordance with Section 92A.250 of the NRS.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Great Plains Holdings, Inc.), Agreement and Plan of Merger (XLI Technologies, Inc.), Plan and Agreement of Merger (Titan Energy Worldwide, Inc.)
Transfer and Conveyance of Assets and Assumption of Liabilities. (a) At the Effective Time, the Parent shall continue in existence as the Surviving Corporation; and without further transfer, all the property, rights, privileges, powers and franchises of the Subsidiary shall vest in the Surviving Corporation without further act or deed; and all debts, liabilities, obligations, restrictions, disabilities and duties of the Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation; and any claim or judgment against the Subsidiary may be enforced against the Surviving Corporation in accordance with Section 92A.250 of the NRS, and Section 259 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CURAXIS PHARMACEUTICAL Corp)
