- 6 - In connection with the merger between petitioner and Cordes Finance Corp., petitioner assumed all of Cordes Finance Corp.’s liabilities, without limitation. The merger agreement specifically provided “the Surviving Corporation * * * shall be liable and responsible for all the liabilities and obligations of the Constituent Corporations.” Likewise, Okla. Stat. Ann. tit. 18, sec. 1088 (West 1986) provides: When any merger or consolidation shall have become effective * * * all debts, liabilities and duties of the respective constituent corporations, from that time forward, shall attach to said surviving or resulting corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. See also Turnbull, Inc. v. Commissioner, 42 T.C. 582 (1964) (holding “attached” in a similar context meant the surviving corporation “assumed” the liabilities of the merging corporation), supplementing T.C. Memo. 1963-335, affd. 373 F.2d 91 (5th Cir. 1967); Okla. Stat. Ann. tit. 18, sec. 1.167(4) (West 1947) (a predecessor to Okla. Stat. Ann. tit. 18, sec. 1088 (West 1986)) (the surviving corporation shall be “liable for all the liabilities and obligations of each of the constituent corporations so merged”).8 Because petitioner’s transferee 8See also Cherokee Labs., Inc. v. Pierson, 415 F.2d 85, 86 (10th Cir. 1969) (stating that under Okla. Stat. Ann. tit. 18, sec. 1.167 (West 1947), “the surviving corporation is fully liable and responsible for the acts and obligations of its predecessors.”); In re Sunset Sales, Inc., 220 Bankr. 1005, 1013- 1014 (B.A.P. 10th Cir. 1998) (citing Am. Ry. Express Co. v. (continued...)Page: Previous 1 2 3 4 5 6 7 8 9 Next
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