Common use of Transfer, Conveyance and Assumption Clause in Contracts

Transfer, Conveyance and Assumption. At the Effective Time, the Second 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 First Partnership, and all of the assets and property of whatever kind and character of the First Partnership shall vest in the Second Partnership without further act or deed; thereafter, the Second Partnership, as the Surviving Partnership, shall be liable for all of the liabilities and obligations of the First Partnership, and any claim or judgment against the First Partnership may be enforced against the Second Partnership, as the Surviving Partnership, in accordance with Section 17-211 of the Delaware RULPA.