Transfer, Conveyance and Assumption. At the Effective Time, the Subsidiary shall continue in existence as the Surviving Corporation, and without further transfer, succeed to and possess all of the rights, privileges and powers of the Corporation, and all of the assets and property of whatever kind and character of the Corporation shall vest in the Surviving Corporation without further act or deed; thereafter, the Surviving Corporation, shall be liable for all of the liabilities and obligations of the Corporation, and any claim or judgment against the Corporation may be enforced against the Surviving Corporation in accordance with Section 92A.200 of the Nevada Law and Section 253(c) of the DGCL.
Transfer, Conveyance and Assumption. At the Effective Time, CPA 5 shall continue in existence as the Surviving Partnership, and without further transfer, succeed to and possess all of the rights, privileges and powers of the Terminating Partnership, and all of the assets and property of whatever kind and character of the Terminating Partnership shall vest in CPA 5 without further act or deed; thereafter, CPA 5, as the Surviving Partnership, shall be liable for all of the liabilities and obligations of the Terminating Partnership, and any claim or judgment against the Terminating Partnership may be enforced against CPA 5, as the Surviving Partnership, in accordance with Section 15678.6(a) of the CRLPA.
Transfer, Conveyance and Assumption. At the Effective Date, TGC-Delaware shall continue in existence as the Surviving Corporation, and without further action on the part of TGC-Tennessee or TGC-Delaware, succeed to and possess all the rights, privileges and powers of TGC-Tennessee, and all the assets and property of whatever kind and character of TGC-Tennessee shall vest in TGC-Delaware without further act or deed. Thereafter, TGC-Delaware, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of TGC-Tennessee, and any claim or judgment against TGC-Tennessee may be enforced against TGC-Delaware as the Surviving Corporation, in accordance with Section 259 of the DGCL.
Transfer, Conveyance and Assumption. At the Effective Time, the Trust shall continue in existence as the Surviving Entity, and without further transfer, succeed to and possess all of the rights, privileges and powers of the Texas LLC, and all of the assets and property of whatever kind and character of the Texas LLC shall vest in the Trust without further act or deed; thereafter, the Trust, as the Surviving Entity, shall be liable for all of the liabilities and obligations of the Texas LLC, and any claim or judgment against the Texas LLC may be enforced against the Trust, as the Surviving Entity, in accordance with Section 3815 of the Delaware Act and Section 10.008 of the TBOC.
Transfer, Conveyance and Assumption. At the Effective Time, ACH LLC shall continue in existence as the Surviving Entity, and without further transfer, succeed to and possess all of the rights, privileges and powers of Merger Sub and all of the assets and property of whatever kind and character of Merger Sub shall vest in the Surviving Entity without further act or deed; thereafter, ACH LLC, as the Surviving Entity, shall be liable for all of the liabilities and obligations of Merger Sub, and any claim or judgment against Merger Sub may be enforced against ACH LLC, as the Surviving Entity, in accordance with Section 18-209 of the LLC Act and Section 264 of the DGCL.
Transfer, Conveyance and Assumption. At the Effective Time, the Company shall continue in existence as the Surviving LLC, and, except as set forth in Section 2.02, without further transfer, succeed to and possess all of the rights, privileges and powers of Merger LLC, and all of the assets and property of whatever kind and character of Merger LLC shall vest in the Company without further act or deed; thereafter, the Company, as the Surviving LLC, shall be liable for all of the liabilities and obligations of Merger LLC, and any claim or judgment against Merger LLC may be enforced against the Company, as the Surviving LLC, in accordance with Section 18-209 of the Delaware LLC Act.
Transfer, Conveyance and Assumption. At the Effective Time, the Surviving Trust shall continue in existence, and without further transfer, succeed to and possess all of the rights, privileges, immunities, powers and franchises of the Target Trust and all of the assets and property of whatever kind and character of the Target Trust, each and all of which shall fully vest in the Surviving Trust without further act or deed. At the Effective Time and at all times thereafter, without further act or deed, (i) the Surviving Trust shall be liable for all of the debts, liabilities, obligations and duties of the Target Trust each and all of which shall become debts, liabilities, obligations and duties of the Surviving Trust, (ii) the Surviving Trust expressly assumes all of the Target Trust’s obligations under the Target Trust Agreement, all Titling Trust Notes, all Titling Trust Note Indentures and (iii) any claim, judgment, order, lien, proceeding, ruling or other action or determination against the Target Trust may be enforced against the Surviving Trust.
Transfer, Conveyance and Assumption. At the Effective Time, TW Telecom shall continue in existence as the Surviving Corporation, and without further transfer, succeed to and possess all of the rights, privileges and powers of each of TWT LLC and TWT Inc., and all of the assets and property of whatever kind and character of each of TWT LLC and TWT Inc. shall vest in TW Telecom without further act or deed; thereafter, TW Telecom, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of each of TWT LLC and TWT Inc., and any claim or judgment against either TWT LLC or TWT Inc. may be enforced against TW Telecom, as the Surviving Corporation, in accordance with Section 18-209 of the Delaware Act and Section 259 of the GCL.
Transfer, Conveyance and Assumption. At the Effective Time, the Operating Partnership shall continue in existence as the Surviving Partnership, and without further transfer, succeed to and possess all of the rights, privileges and powers of the CapStar Partnership, and all of the assets and property of whatever kind and character of the CapStar Partnership shall vest in the Operating Partnership without further act or deed; thereafter, the Operating Partnership, as the Surviving Partnership, shall be liable for all of the liabilities and obligations of the CapStar Partnership, and any claim or judgment against the CapStar Partnership may be enforced against the Operating Partnership, as the Surviving Partnership, in accordance with Section 17-211 of the Delaware RULPA.
Transfer, Conveyance and Assumption. At the Effective Time, KKR & Co. shall continue in existence as the Surviving Company, and without further transfer, succeed to and possess all of the rights, privileges and powers of Merger Sub II, and all of the assets and property of whatever kind and character of Merger Sub II shall vest in KKR & Co. without further act or deed. Thereafter, the Surviving Company shall be liable for all of the obligations and liabilities of Merger Sub II, and any claim or judgment against Merger Sub II may be enforced against the Surviving Company in accordance with Section 259 of the DGCL.
