Common use of Transfer, Conveyance and Assumption Clause in Contracts

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.