The effect of consolidation or merger shall be as follows:

(1) The several cooperatives which are parties to the consolidation or merger shall be a single cooperative, which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation, and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all such cooperatives, except the new or surviving cooperative, shall cease;
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Terms Used In Tennessee Code 65-25-119

  • cooperatives: means one (1) or more nonprofit cooperative membership corporations heretofore or hereafter organized under or otherwise subject to this chapter, including corporations transacting business in this state pursuant to §. See Tennessee Code 65-25-102
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(2) Such new or surviving cooperatives shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a cooperative organized under this chapter, and shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action, of each of the consolidating or merging cooperatives. Furthermore, all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state, vested in any such cooperatives shall not revert or be in any way impaired by such consolidation or merger;
(3) Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claim existing, or action or proceeding pending, by or against any of such cooperatives, may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place;
(4) Neither the rights of creditors nor any liens upon the property of any such cooperatives shall be impaired by such consolidation or merger; and
(5) In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperatives; and in the case of a merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes in the articles of incorporation of the surviving cooperative are provided for in the articles of merger.
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