State Codes and Statutes

Statutes > New-jersey > Title-16 > Section-16-1 > 16-1-43-6

16:1-43.6.  Effect of consolidation
    When the consolidation becomes effective, the constituent corporations shall  be one corporation by the name provided in the agreement, and all of the  rights, charter rights, privileges, exemptions, immunities, powers, prerogatives and franchises of each of the constituent corporations, real and personal property, wherever situated, funds, endowments, investments, legacies,  remainders, estates in possession or expectancy, gifts, interests, and things  in action, of or belonging to the constituent corporations, whether vested,  contingent, accrued or to accrue, shall be vested in and be deemed to be  transferred to the consolidated corporation without further act or deed, and  shall be thereafter as effectually the property of and vested in the  consolidated corporation as they were of the respective constituent corporations, and the title to any real estate, whether by deed, gift, will, devise, or otherwise, personal property, funds, endowments, investments, legacies, remainders, estates in possession or expectancy, gifts, interests, and things in action, under the laws of this or any other State, territory, or nation, vested in, or accruing or to accrue, or inuring to the benefit of, either of the constituent corporations, shall not revert or be in any way impaired, annulled or affected, by reason of the consolidation, but shall be fully vested in and inure to the benefit of the consolidated corporation.

    All rights, all obligations and relations to any person, and all debts, liabilities, trusts and duties, of each of the constituent corporations, shall remain unimpaired, and the consolidated corporation shall, by the consolidation, succeed to all such rights, obligations, relations, debts, liabilities, trusts and duties, and shall execute and perform all of them, to the same uses and purposes, as nearly as may be, as those upon which they were to be executed and performed by the respective constituent corporations, and they may be enforced against it to the same extent and in the same manner as though it had itself assumed the obligations, relations or trusts, or incurred the debts, liabilities or duties.

    All rights of creditors, and all liens upon the property, of the constituent  corporations, shall be preserved unimpaired, and the constituent corporations  shall be deemed to continue in existence in order to preserve the same.

    No pending action or other judicial proceeding, to which either of the constituent corporations shall be a party, shall abate or be discontinued by reason of the consolidation, but the same may be prosecuted to final judgment against the consolidated corporation.

     L.1944, c. 143, p. 383, s. 6.  Amended by L.1953, c. 16, p. 141, s. 4, eff. March 19, 1953.