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Part 3 · Integrated companies › Section 322

Liability of the principal company

(1) From the integration onwards, the principal company is liable to the creditors of the company, as a joint and several debtor, for the liabilities of the integrated company that have arisen prior to the integration. It is liable in the same manner for all liabilities of the integrated company arising after the integration. Any agreement to the contrary will not be effective in relation to third parties.

(2) Where the principal company is laid claim to for a liability of the integrated company, it may assert objections that do not have their cause in its person only to the extent the integrated company is entitled to assert such objections.

(3) The principal company may refuse to satisfy the creditors for as long as the integrated company is entitled to seek avoidance of the legal transaction on which its liability is based. The principal company has the same authority for as long as the creditor is able to obtain satisfaction by offsetting their claims against an amount receivable due to the integrated company.

(4) No compulsory enforcement can be pursued against the principal company based on an enforceable deed directed against the integrated company.

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