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<br />3 <br /> <br /> <br />taken and deemed transferred to and vested in Snohomish County 911 without <br />further act or deed; and title to any real estate, or any interest therein, vested in <br />Snohomish County 911. <br />v. Snohomish County 911 is responsible and liable for all the liabilities <br />and obligations of each of SNOCOM and SNOPAC, and any claim existing or <br />action or proceeding pending by or against any of such corporations may be <br />prosecuted as if such consolidation had not taken place, or Snohomish County 911 <br />may be substituted in its place. Neither the rights of creditors nor any liens upon <br />the property of SNOCOM or SNOPAC shall be impaired by such consolidation. <br />vi. Snohomish County 911, as successor to SNOCOM and SNOPAC, <br />has all rights, privileges, interest, defenses and indemnity protections of all <br />insurance providers for SNOCOM and SNOPAC, including past and current <br />providers, that existed prior to consolidation. <br />b. Merger of SERS and Snohomish County 911. Pursuant to Resolution <br />No. 18-01 adopted by the SERS Board of Directors on October 4, 2018 and Resolution <br />No. 2018-17 adopted by the Snohomish County 911 Board of Directors on October 18, <br />2018, at least two-thirds of each Board voted in favor to merge SERS into Snohomish <br />County 911 as described in this Agreement and approved a plan of merger (the “Plan of <br />Merger”) as required by chapter 24.06 RCW. Subsequent to such approval, representatives <br />of SERS and Snohomish County 911 executed the Articles of Merger and filed such <br />Articles with the Secretary of State. As permitted by RCW 23.95.210, the effective date <br />for the merger was January 1, 2019 (the “Merger Effective Date”). As of the Merger <br />Effective Date: <br />i. SERS was merged into Snohomish County 911 as provided in the <br />Articles of Merger. <br />ii. The separate existence of SERS ceased. <br />iii. Snohomish County 911 thereupon and thereafter possessed all the <br />rights, privileges, immunities, and franchises, of both a public and private nature, <br />of SERS; and all property, real, personal and mixed, and all debts due on whatever <br />account, and all other choses in action, and all and every other interest, of or <br />belonging to or due to SERS, were and shall be taken and deemed to be transferred <br />to and vested in Snohomish County 911 without further act or deed; and the title to <br />any real estate, or any interest therein, vested in Snohomish County 911 shall not <br />revert or be in any way impaired by reason of such merger.