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(c) The purposes of the surviving company shall be the same as set forth in the <br />Certificate of Formation of Mining in effect on the Effective Date. <br />(d) Upon the Effective Date, all property, rights, privileges, powers, franchises, patents, <br />trademarks, licenses, registrations and other assets of every kind and description of TCC shall be <br />transferred to and vested in the surviving company without further act or deed and all property of the <br />surviving company and TCC shall be the property of the surviving company. TCC hereby agrees <br />from time to time, as and when requested by the surviving company or by its successors or assigns, to <br />execute and deliver or cause to be executed and delivered all such deeds and instruments and to take <br />or cause to be taken such further or other action as the surviving company may deem necessary or <br />desirable in order to vest in and confirm to the surviving company title to and possession of any <br />property of TCC acquired or to be acquired by reason of or as a result of the merger and otherwise to <br />carry out the intent and purposes hereof, and the proper officers and managers of the surviving <br />company are fully authorized in the name of TCC or otherwise to take any and all such action. <br />(e) Upon the Effective Date, all liabilities, obligations and penalties of TCC shall be <br />assumed by the surviving company. No liability, obligation, claim or demand for any cause existing <br />against US Coal shall be released or impaired by virtue of the merger. <br />SIXTH: Anything herein or elsewhere to the contrary notwithstanding, this Merger <br />Agreement may be amended, terminated or abandoned by the Members of either constituent company <br />at any time prior to the date of filing the Certificate of Merger with the Secretary of State of the State <br />of Delaware. <br />