Sec. 28. Continuation of corporate entity.

331 words·~2 min read·/il/chapter-205/act-5/28

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Sec. 28. Continuation of corporate entity. A resulting State bank, national bank or, after May 31, 1997, out-of-state bank shall be considered the same business and corporate entity as each merging bank or insured savings association or as the converting bank or insured savings association with all the property, rights, powers, duties, and obligations of each merging bank or of the converting bank or insured savings association except as affected by the State law in the case of a resulting State bank or out-of-state bank or by the national law in the case of a resulting national bank, and by the charter and by-laws of the resulting bank.

A resulting bank shall be liable for all liabilities of the merging banks, insured savings association, or converting bank or insured savings association, and all the rights, franchises and interests of the merging banks, insured savings association, or converting bank or insured savings association in and to every species of property, real, personal, and mixed, and choses in action thereunto belonging, shall be deemed to be transferred to and vested in the resulting bank without any deed or other transfer, and the resulting bank, without any order or other action on the part of any court or otherwise, shall hold and enjoy the same and all rights of property, franchises, and interests, including appointments, designations, and nominations and all other rights and interests as trustee, executor, administrator, registrar or transfer agent of stocks and bonds, guardian, assignee, receiver, and in every other fiduciary capacity, in the same manner and to the same extent as was held and enjoyed by the merging banks, insured savings association, or the converting bank or insured savings association.

Any reference to a merging or converting bank or a merging or converting insured savings association in any writing, whether executed or taking effect before or after the merger or conversion, shall be deemed a reference to the resulting bank if not inconsistent with the other provisions of the writing.