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Brightline Enterprises, Inc. and Aurora Tech, Inc., both domestic Philippine corporations, execute a Plan of Merger under which Aurora merges into Brightline with Brightline surviving. The Plan provides that Brightline shall assume all assets, liabilities, and obligations of Aurora; Aurora stockholders shall exchange their Aurora shares for Brightline shares; after the merger, Aurora ceases to exist as a separate entity. The following additional facts are known: Brightline has a bank loan from MetroBank that contains a no-assignment clause and the bank refuses to consent to the loan’s assignment to Brightline; there is a pre-merger contract with a supplier that requires consent to assignment and the supplier denies consent; there is also a pending civil action against Aurora that Brightline will continue; Aurora employs a number of personnel who will transfer to Brightline on their existing terms; and there is a pre-merger tax liability assessed against Aurora that may attach to Brightline if assumed. Answer the following: (a) Identify the controlling doctrine governing the effects of this merger on corporate personality, assets, and liabilities. (b) Apply that doctrine to determine: (i) the effect on Brightline’s obligations and Aurora’s liabilities after the merger; (ii) how pending actions against Aurora or Brightline at the time of merger are to be handled; (iii) the status of Aurora’s contracts and employees after the merger. (c) Briefly discuss any limitations or exceptions to the general rule that the surviving corporation absorbs the rights and obligations of the merging corporation.