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HomeMy WebLinkAbout1946 ' ' i otharwise under the laws of aay state oE the United States in either the Con- - stituent Corporations shall not revert or be in any ray impaired by reason of the•merger herein provided; provided, however, thzt the Surviving Corparation ; shall assume and be responsible and liable for all t~e liabilities, obligations and penalties of each of the Constituent Corporations. No liability or obligatiori due or to become due, or claim or demand for any cause, existing or claimed against either oE the Constituent Corporations, or any shareholder, officer or director thereof, shall be released or impaired.by the merger. No action or • proceeding, whether civil or criminal, thea pending by or against either Con- stituent Corporation, or any shareholder, officer or d'srector thereof, shall be abated or be discontinued by such merger, but any such action or proceeding or other existing claim may be enforced, prosecuted to judgment, settled or com- promised as if such merger had not occurred, or tbe Surviving Corporation may be substituted in such actioa, proceeding or claim ia place of either Constituent Corporation. Neither the rights of creditors nor a~r liens upon the property of either Constituent Corporation shall be impaired by such merger; and provided further that the transfer to t'_ze S4rviving Corporation oi any property rights, pri- ~ s f ~ vileges, immunities, po~vz-s o: :-anchises ~equiring the consent of others prior ~ to the transfer thereof is made ex~ressly subject to the procurement of such ~ consent. ~ . ~ SECTIO` VIII - If at any time the Survi~zng Corporation shall consider or be advised that any further assignments, conveyances or assurances in law or any other things are necessary or desirable to vest or to perfect or to confirm, of record ~ or other~vise, in the Sur~-ivin~ Corporation, the title to any property or rights ~ ' ~ of the Mis souri Corporation acquired or to be acquired by the Surviving Corpor- ~ ation as the result of the mer~er providcd herein, the appropriate officers and ~ ~ ~ . • ~ . ~ . -7- o ~ ~i94~ a~~8 ~ ~ ~ ~ , ~ ~ ° ~ ~ a ~ ~ , . ~ _ ~ _ . ~ .