Common use of Liabilities of Surviving Company Clause in Contracts

Liabilities of Surviving Company. From and after the Effective Time of the Merger, the Surviving Company shall be liable for all liabilities of Xxxxx and Interim Company and all deposits, debts, liabilities, obligations and contracts of Xxxxx and Interim Company, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Xxxxx or Interim Company, as the case may be, shall be those of and are hereby expressly assumed by the Surviving Company and shall not be released or impaired by the Merger, and all rights of creditors and other obligees and all liens on property of either Xxxxx or Interim Company shall be preserved unimpaired, and the Surviving Company shall have all rights and shall be liable for all obligations of Xxxxx under all employee benefit plans and arrangements of Xxxxx and such plans and related trusts shall continue in effect without any interruption or termination unless and until changed as therein or by law provided or permitted or as mutually agreed to by the parties hereto.

Appears in 2 contracts

Samples: Agreement of Merger (Abigail Adams National Bancorp Inc), Agreement of Merger (Premier Financial Bancorp Inc)

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Liabilities of Surviving Company. From and after the Effective Time of the Merger, the Surviving Company shall be liable for all liabilities of Xxxxx Company and Interim Company and all deposits, debts, liabilities, obligations and contracts of Xxxxx Company and Interim Company, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Xxxxx Company or Interim Company, as the case may be, shall be those of and are hereby expressly assumed by the Surviving Company and shall not be released or impaired by the Merger, and all rights of creditors and other obligees and all liens on property of either Xxxxx Company or Interim Company shall be preserved unimpaired, and the Surviving Company shall have all rights and shall be liable for all obligations of Xxxxx Company under all employee benefit plans and arrangements of Xxxxx Company and such plans and related trusts shall continue in effect without any interruption or termination unless and until changed as therein or by law provided or permitted or as mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Agreement of Merger (Champion Industries Inc)

Liabilities of Surviving Company. From and after the Effective Time of the Merger, the Surviving Company shall be liable for all liabilities of Xxxxx First Bank and Interim Company Premier Bank and all deposits, debts, liabilities, obligations and contracts of Xxxxx First Bank and Interim CompanyPremier Bank, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Xxxxx First Bank or Interim CompanyPremier Bank, as the case may be, shall be those of and are hereby expressly assumed by the Surviving Company and shall not be released or impaired by the Merger, and all rights of creditors and other obligees and all liens on property of either Xxxxx First Bank or Interim Company Premier Bank shall be preserved unimpaired, and the Surviving Company shall have all rights and shall be liable for all obligations of Xxxxx First Bank under all employee benefit plans and arrangements of Xxxxx First Bank and such plans and related trusts shall continue in effect without any interruption or termination unless and until changed as therein therein, in this Agreement or by law provided or permitted or as mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Agreement of Merger (Premier Financial Bancorp Inc)

Liabilities of Surviving Company. From and after the Effective Time of the Merger, the Surviving Company shall be liable for all liabilities of Xxxxx Traders and Interim Company and all deposits, debts, liabilities, obligations and contracts of Xxxxx Traders and Interim Company, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Xxxxx Traders or Interim Company, as the case may be, shall be those of and are hereby expressly assumed by the Surviving Company and shall not be released or impaired by the Merger, and all rights of creditors and other obligees and all liens on property of either Xxxxx Traders or Interim Company shall be preserved unimpaired, and the Surviving Company shall have all rights and shall be liable for all obligations of Xxxxx Traders under all employee benefit plans and arrangements of Xxxxx Traders and such plans and related trusts shall continue in effect without any interruption or termination unless and until changed as therein or by law provided or permitted or as mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Agreement of Merger (Premier Financial Bancorp Inc)

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Liabilities of Surviving Company. From and after the Effective Time of the Merger, the Surviving Company shall be liable for all liabilities of Xxxxx First National and Interim Company and all deposits, debts, liabilities, obligations and contracts of Xxxxx First National and Interim Company, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Xxxxx First National or Interim Company, as the case may be, shall be those of and are hereby expressly assumed by the Exhibit 2.1 Surviving Company and shall not be released or impaired by the Merger, and all rights of creditors and other obligees and all liens on property of either Xxxxx First National or Interim Company shall be preserved unimpaired, and the Surviving Company shall have all rights and shall be liable for all obligations of Xxxxx First National under all employee benefit plans and arrangements of Xxxxx First National and such plans and related trusts shall continue in effect without any interruption or termination unless and until changed as therein therein, in this Agreement or by law provided or permitted or as mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Agreement of Merger (Premier Financial Bancorp Inc)

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