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The surviving or the consolidated corporation shall

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Thesurvivingortheconsolidatedcorporation shall possess all therights,privileges, immunities and powers and shall besubject to all the duties and liabilities of acorporation organized under this Code;4.Thesurvivingortheconsolidatedcorporation shall thereupon and thereafterpossess all the rights, privileges, immunitiesand franchises of each of the constituentcorporations; and all property, real or personal,and all receivables due on whatever account,including subscriptions to shares and otherchoses in action, and all and every otherinterest of, or belonging to, or due to eachconstituentcorporation,shallbedeemedtransferred to and vested in such surviving orconsolidated corporation without further act ordeed; and5. The surviving or consolidated corporationshall be responsible and liable for all theliabilities and obligations of each of theconstituent corporations in the same manneras if such surviving or consolidated corporationhaditselfincurredsuchliabilitiesorobligations; and any pending claim, action orproceeding brought by or against any of suchconstituent corporations may be prosecuted byor against the surviving or consolidatedcorporation. The rights of creditors or liensupon the property of any of such constituentcorporations shall not be impaired by suchmerger or consolidation. (n)EFFECTSOFMERGERSAND/ORCONSOLIDATIONThe surviving or consolidated corporation shallthereupon and thereafter possess all the rights,privileges and immunities and franchises ofeach of the constituent corporations.Constituent corporationsare the parties tothe Merger or Consolidation.All property and all receivables due onwhatever account, including subscriptions toshares and other choses in action and all andevery other interest of, belonging to, or due toeach constituent corporations shall be deemedtransferred and vested in the surviving orconsolidated corporation without further act ordeedExample:AabsorbedXcompany.Theabsorbedcorporation has debts of P100M to Z.Such debt is already the debt of the absorbingcorporation automatically because item 4 says,“Without further Act or Deed”.Q.ALENTP100M.BABSORBEDACOMPANY.CANTHEABSORBINGCORPORATION ENFORCE THE CLAIM OF AAGAINST THE DEBTOR?Yes. Automatically, without any further act ordeedQ. IN THE CASE OF BPI V. BPI EMPLOYEESUNION, BPI ABSORBED FAR EAST BANKAND TRUST COMPANY (FEBTC). ARE THEEMPLOYEES OF FEBTC ALSO ABSORBEDBY BPI?The Supreme Court held No.In legal farlance, human beings are neverembraced in the term Assets and Liabilities.Theyarenotchattels.Moreover,BPI’sabsorption of former FEBTC employees wasneitherbyoperationoflawnorlegalconsequence of the contract.There was no government regulation or lawthat compelled the merger of the 2 banks or theabsorption of the employees of the dissolved orabsorbedcorporationbythesurvivingcorporation.

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