| | | 7.__General effect of merger or consolidation.__A merger or | | consolidation has the following effects. |
|
| | | 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. |
|
| | | 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. |
|
| | | 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. |
|
| | | 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. |
|
| | | 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. |
|
| | | 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. |
|
| | | 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. |
|
|