Section 4859 Of Article 2. Sale Of Whole Business Unit To California State Depository Corporation Or California State-licensed Foreign (other Nation) Bank From California Financial Code >> Division 1.6. >> Chapter 3. >> Article 2.
4859
. When a sale becomes effective:
(a) The purchaser shall succeed, without other transfer, to all
the rights and property of the seller except any rights and property
of the seller which are specifically not sold to the purchasing
corporation under the agreement of sale.
(b) The purchaser shall assume and be subject to all the debts and
liabilities of the seller in the same manner as if the purchaser had
itself incurred them.
(c) All rights of creditors of the seller and all liens upon the
property of the seller shall be preserved unimpaired, provided that
such liens upon the property of the seller shall be limited to the
property affected thereby immediately prior to the time when the sale
becomes effective.
(d) Any action or proceeding pending by or against the seller may
be prosecuted to judgment, which shall bind the purchaser, or the
purchaser may be proceeded against or substituted in place of the
seller.
(e) Any reference to the seller in any writing, whether executed
or taking effect before or after the sale, shall be deemed a
reference to the purchaser, if not inconsistent with the other
provisions of the writing.
(f) In case the seller was transacting trust business, the
purchaser shall succeed, without further transfer, to the rights,
obligations, properties, assets, investments, deposits, demands,
agreements, and trusts of the seller under all trusts, executorships,
administrations, guardianships, agencies, and all other fiduciary or
representative capacities to the same extent as if the purchaser had
originally assumed the fiduciary or representative capacities, and
the purchaser shall be entitled to take and execute the appointment
to all executorships, trusteeships, guardianships, and other
fiduciary or representative capacities to which the seller is or may
be named in wills, whenever probated, or to which the seller is or
may be named or appointed by any other instrument.