| | 7.__General effect of merger or consolidation.__A merger or | consolidation has the following effects. |
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| A.__The corporations or other business entities that are | parties to the merger or consolidation agreement become a | single entity, which in the case of a merger is the | corporation or other business entity designated in the plan | of merger as the survivor and in the case of a consolidation | is the resulting corporation or other business entity | provided for in the plan of consolidation. |
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| B.__The separate existence of each party to the merger or | consolidation agreement, except for the surviving or | resulting corporation or other business entity, ceases. |
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| C.__The surviving or resulting corporation or other business | entity possesses all the rights, privileges, immunities, | powers and franchises of each constituent corporation or | other business entity and is subject to all the | restrictions, disabilities and duties of each of the parties | to the extent that those rights, privileges, immunities, | powers, franchises, restrictions, disabilities and duties | are applicable. |
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| D.__All property, real, personal and mixed; all debts due, | including promises to make capital contributions and | subscriptions for shares or interests; all other choses in | action; and all other interests of or belonging to or due to | each of the constituent entities vest in the surviving or | resulting corporation or other business entity without | further act or deed. |
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| E.__The title to all real estate and any interests in real | estate vested in a constituent corporation or other business | entity do not revert and are not in any way impaired by | reason of the merger or consolidation. |
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| F.__The surviving or resulting corporation or other business | entity is liable for all liabilities and obligations of each | of the constituent corporations or other business entities | so merged or consolidated and any claim existing or action | or proceeding pending by or against a constituent | corporation or other business entity may be prosecuted as if | the merger or consolidation had not taken place or the | surviving or resulting corporation or other business entity | may be substituted in the action. |
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| G.__Neither the rights of creditors nor any liens on the | property of a constituent corporation or other business | entity are impaired by the merger or consolidation. |
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