§425E-1109  Effect of merger.  (a)  Whena merger becomes effective:

(1)  The separate existence of each entity that is aparty to the merger, other than the surviving entity, terminates;

(2)  All property owned by each of the entities thatare parties to the merger vests in the surviving entity;

(3)  All debts, liabilities, and other obligations ofeach entity that is a party to the merger become the obligations of thesurviving entity;

(4)  An action or proceeding pending by or against anentity that is a party to a merger may be continued as if the merger had notoccurred or the surviving entity may be substituted as a party to the action orproceeding; and

(5)  Except as prohibited by other law, all rights,privileges, immunities, powers, and purposes of every entity that is a party toa merger become vested in the surviving entity.

(b)  [Subsection effective until June 30,2010.  For subsection effective July 1, 2010, see below.]  If a survivingentity fails to appoint or maintain an agent designated for service of processin this State or the agent for service of process cannot with reasonablediligence be found at the designated office, service of process may be madeupon the surviving entity by sending a copy of the process by registered orcertified mail, return receipt requested, to the surviving entity at theaddress set forth in the articles of merger.  Service is effected under thissubsection at the earliest of:

(1)  The date the surviving entity receives theprocess, notice, or demand;

(2)  The date shown on the return receipt, if signedon behalf of the surviving entity; or

(3)  Five days after its deposit in the mail, ifmailed postpaid and correctly addressed.

(b)  [Subsection effective July 1, 2010.  Forsubsection effective until June 30, 2010, see above.]  If a survivingentity fails to appoint or maintain an agent designated for service of processin this State or the agent for service of process cannot with reasonablediligence be served, service of process may be made upon the surviving entityby sending a copy of the process by registered or certified mail, returnreceipt requested, to the surviving entity at the address set forth in thearticles of merger.  Service is effected under this subsection at the earliestof:

(1)  The date the surviving entity receives theprocess, notice, or demand;

(2)  The date shown on the return receipt, if signedon behalf of the surviving entity; or

(3)  Five days after its deposit in the mail, ifmailed postpaid and correctly addressed.

(c)  A general partner or limited partner of asurviving limited partnership shall be liable for all obligations of a party tothe merger for which the general partner or limited partner was personallyliable prior to the merger.

(d)  Unless otherwise agreed, a merger of alimited partnership that is not the surviving entity in the merger shall notrequire the limited partnership to wind up its business under this chapter orpay its liabilities and distribute its assets pursuant to this chapter. [L2003, c 210, pt of §1; am L 2004, c 121, §41; am L 2009, c 55, §51]