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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.
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