New York Laws
Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation
602 - Effect of Merger.

(1) the receiving corporation shall be considered the same business
and corporate entity as each corporation merged into it;
(2) all of the property, rights, powers and franchises of any
corporation that shall be so merged shall vest in the receiving
corporation and the receiving corporation shall be subject to and be
deemed to have assumed all of the debts, liabilities, obligations and
duties of such merged corporation and to have succeeded to all of its
relationships, fiduciary or otherwise, as fully and to the same extent
as if such property, rights, powers, franchises, debts, liabilities,
obligations, duties and relationships had been originally acquired,
incurred or entered into by the receiving corporation;
(3) any reference to a merged corporation in any contract, will or
document, whether executed or taking effect before or after the merger,
shall be considered a reference to the receiving corporation if not
inconsistent with the other provisions of the contract, will or
document;
(4) a pending action or other judicial proceeding to which any
corporation that shall be so merged is a party, shall not be deemed to
have abated or to have discontinued by reason of the merger, but may be
prosecuted to final judgment, order or decree in the same manner as if
the merger had not been made; or the receiving corporation may be
substituted as a party to such action or proceeding, and any judgment,
order or decree may be rendered for or against it that might have been
rendered for or against such other corporation if the merger had not
occurred.
No corporation organized under or subject to the provisions of this
chapter which subsequent to January first, nineteen hundred
thirty-eight, receives or has received into itself by merger pursuant to
any provision of law a corporation organized under or subject to the
provisions of any law other than this chapter shall, through such
merger, acquire power to engage in any business or to exercise any
right, privilege or franchise which is not conferred by the provisions
of this chapter upon such receiving corporation.

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