N.Y. BNK Law § 136-C

§ 136-c. Effect of merger or conversion of national banking\nassociation into state bank. 1. At the time when a merger or conversion\nunder sections one hundred thirty-six and one hundred thirty-six-b of\nthis chapter becomes effective.\n (a) the resulting state bank shall be considered the same business and\ncorporate entity as the national banking association, although as to\nrights, powers and duties, the resulting bank is a state bank;\n (b) all of the property, rights, powers and franchises of the national\nbanking association shall vest in the resulting state bank and the\nresulting state bank shall be subject to and be deemed to have assumed\nall of the debts, liabilities, obligations and duties of the national\nbanking association and to have succeeded to all of its relationships,\nfiduciary or otherwise, as fully and to the same extent as if such\nproperty, rights, powers, franchises, debts, liabilities, obligations,\nduties and relationships had been originally acquired, incurred or\nentered into by the resulting state bank; provided, however, that the\nresulting state bank shall not, through such conversion or merger,\nacquire power to engage in any business or to exercise any right,\nprivilege or franchise which is not conferred by the provisions of this\nchapter upon such resulting state bank;\n (c) any reference to the national banking association in any contract,\nwill or document, whether executed or taking effect before or after the\nconversion or merger, shall be considered a reference to the resulting\nstate bank if not inconsistent with the other provisions of the\ncontract, will or document;\n (d) a pending action or other judicial proceeding to which the\nnational banking association is a party, shall not be deemed to have\nabated or to have discontinued by reason of the conversion or merger,\nbut may be prosecuted to final judgment, order or decree in the same\nmanner as if the conversion or merger had not been made; or the\nresulting state bank may be substituted as a party to such action or\nproceeding, and any judgment, order or decree may be rendered for or\nagainst it that might have been rendered for or against the national\nbanking association if the conversion or merger had not occurred.\n 2. As used in this section, the term "state bank" means a bank or\ntrust company.\n