3364.06 Effect of combination of constituent institutions. - Ohio Statutes

3364.06 Effect of combination of constituent institutions.

(A) As used in this section, “constituent institutions” means the university of Toledo, as authorized under former Chapter 3360. of the Revised Code, and the medical university of Ohio at Toledo, as authorized under former sections 3350.01 to 3350.05 of the Revised Code, which are combined as the university of Toledo pursuant to section 3364.01 of the Revised Code.

(B) When the combination of the constituent institutions becomes effective, all of the following apply:

(1) The separate existence of each of the constituent institutions shall cease, and the existence of each of the constituent institutions shall be continued for all purposes as the combined university of Toledo. The combination shall not cause either of the constituent institutions to be extinguished, terminated, dissolved, or liquidated and shall not constitute a sale, assignment, conveyance, disposition, or transfer of any of the rights or property of either of the constituent institutions. Whenever an instrument of conveyance, assignment, or transfer or deed or other act is necessary to vest property or rights in the combined university, the officers, trustees, or other authorized representatives of the respective constituent institutions shall execute, acknowledge, and deliver such instruments and do such acts. For these purposes, the existence of the respective constituent institutions and the authority of their respective officers, trustees, or other authorized representatives is continued notwithstanding the combination.

(2) The combined university possesses all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, and authority of each of the constituent institutions, all of which are vested in the combined university without further act or deed. Title to any real estate or any interest in the real estate vested in either of the constituent institutions shall not revert or in any way be impaired by reason of the combination.

(3) The combined university is liable for all the obligations of each of the constituent institutions to the combination. Any claim existing or any action or proceeding pending by or against either of the constituent institutions may be prosecuted to judgment, with right of appeal, as if the combination had not taken place, or the combined university may be substituted in its place.

(4) All the rights of creditors of each of the constituent institutions are preserved unimpaired, and all liens upon the property of either of the constituent institutions are preserved unimpaired, on only the property affected by such liens immediately prior to the effective date of the combination.

Effective Date: 07-01-2006