N.Y. Banking Law § 602: Effect of merger

§ 602. Effect of merger. At the time when a merger becomes effective:

(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.