Transfer of Assets and Liabilities. On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Transfer of Assets and Liabilities. 5.01. On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Merging Entities shall be vested in and possessed by the Surviving Entity subject to all the disabilities, duties and restrictions of or upon each of the Merging Entities. All the rights, privileges, powers and franchises of each of the Merging Entities, and all property, real, personal and mixed, and all debts due to each of the Merging Entities on whatever account, as well as for stock subscriptions and all things in action or belonging to each of the Merging Entities shall be transferred to and vested in the Surviving Entity. All property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Entity as much as they were of the Merging Entities, and the title to any real estate vested by deed or otherwise in either of the Merging Entities shall not revert or be in any way impaired by reason of the Merger. However, all rights of creditors and all liens upon any property of either of the Merging Entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the Merging Entities shall attach to the Surviving Entity and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Transfer of Assets and Liabilities. On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger;
Transfer of Assets and Liabilities. Subject to the terms and conditions set forth herein, on the Closing Date (as hereafter defined), the Moderate Fund shall transfer all of its assets to the Conservative Fund. In exchange therefor, the Conservative Fund shall assume all of the liabilities of the Moderate Fund and deliver to the Moderate Fund a number of “A Shares” and “Institutional Shares” of the Conservative Fund which is equal to (i) the aggregate net asset value attributable to each such Class of shares of the Moderate Fund at the close of business on the day preceding the Closing Date, divided by (ii) the net asset value per share of such Class of shares of the Conservative Fund outstanding at the close of business on the day preceding the Closing Date.
Transfer of Assets and Liabilities. On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and
Transfer of Assets and Liabilities. Subject to the terms and conditions set forth herein, on the Closing Date (as hereafter defined), the FWLC Fund shall transfer all of its assets to the Large-Cap Fund. In exchange therefor, the Large-Cap Fund shall assume all of the liabilities of the FWLC Fund and deliver to the FWLC Fund a number of “A Shares” and “Institutional Shares” of the Large-Cap Fund which is equal to (i) the aggregate net asset value attributable to each such Class of shares of the FWLC Fund at the close of business on the day preceding the Closing Date, divided by (ii) the net asset value per share of such Class of shares of the Large-Cap Fund outstanding at the close of business on the day preceding the Closing Date.
Transfer of Assets and Liabilities. To the extent necessary to effectuate the foregoing, on or before the Distribution Date, DPSG and Cadbury shall, in compliance with applicable law, transfer assets (if any) and liabilities of any such benefit plans to each other, including under the following plans: CBI Holdings Inc. Health & Welfare Benefits Plan CBI Holdings Inc. Premium Payment Plan CBI Holdings Inc. Flexible Spending Account Plan CBI Holdings Inc. Dependent Care Spending Account Plan CBI Holdings Inc. Severance Pay Plan Dx Xxxxxx Bottling Company of Texas, ETAL Occupational Injury Benefit Plan Cadbury Axxxx Holdings LLC Personal Pension Account Plan Cadbury Axxxx Holdings LLC Pension Equalization Plan Cadbury Axxxx Holdings LLC Supplemental Savings Plan Cadbury Axxxx Holdings LLC Supplemental Executive Retirement Plan Cadbury Axxxx Holdings LLC Supplemental Incentive Plan
Transfer of Assets and Liabilities. 1 Section 1.1. Transferred Assets 1 Section 1.2. Purchase Price 2 Section 1.3. Deposit Liabilities 3 Section 1.4. Loans Transferred 5 Section 1.5. Safe Deposit Business 7 Section 1.6. Employee Matters 7 Section 1.7. Records and Data Processing 8 Section 1.8. Security 8 Section 1.9. Taxes and Fees; Proration of Certain Expenses 8 Section 1.10. Real Property 8 Section 1.11. Purchase Price Allocation 11
Transfer of Assets and Liabilities. SpinCo shall cause each SpinCo Employee who is covered under the Cogint Retirement Plan immediately prior the Business Transfer Time to be covered under the SpinCo Retirement Plan immediately following the Business Transfer Time. Cogint shall cause to be transferred from the Cogint Retirement Plan to the SpinCo Retirement Plan the full cash value of the SpinCo Employees’ account balances under the Cogint Retirement Plan, including any outstanding participant loans, and SpinCo shall cause the SpinCo Retirement Plan to accept such transfer. The transfer of assets and the related liabilities shall take place as soon as practicable following the Business Transfer Time; provided, however, that in no event shall the transfer take place until SpinCo has provided Cogint with a favorable determination letter from the IRS with respect to the qualification of the SpinCo Retirement Plan under Section 401(a) of the Code (or other evidence of qualification acceptable to Cogint). Cogint and the Cogint Retirement Plan shall be relieved of the liability for the SpinCo Employees’ accounts under the Cogint Retirement Plan following the transfer of assets and liabilities described in this paragraph.
Transfer of Assets and Liabilities. The Parties agree that the assets and liabilities of the Cablevision Cash Balance Pension Plan relating to MSG Cash Balance Plan Participants shall be transferred to the MSG Cash Balance Pension Plan in accordance with Section 414(l) of the Code and the regulations thereunder and the terms set forth in Exhibit A.
