Common use of Transfer, Conveyance and Assumption Clause in Contracts

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.

Appears in 2 contracts

Sources: Merger Agreement (First Wind Holdings Inc.), Merger Agreement (First Wind Holdings Inc.)

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, and without further transfer, succeed to and possess all of the rights, privileges and powers of Merger LLCSub, and all of the assets and property of whatever kind and character of the Merger LLC Sub 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 the Merger LLCSub, and any claim or judgment against Merger LLC Sub may be enforced against the Company, as the Surviving LLC, in accordance with Section 18-209 of the Delaware LLC Act.

Appears in 1 contract

Sources: Merger Agreement (NextWave Wireless Inc.)