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



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



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



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



(4)  An action or proceeding pending by or against an
entity that is a party to a merger may be continued as if the merger had not
occurred or the surviving entity may be substituted as a party to the action or
proceeding; and



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



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



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



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



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



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



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



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



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



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



(d)  Unless otherwise agreed, a merger of a
limited partnership that is not the surviving entity in the merger shall not
require the limited partnership to wind up its business under this chapter or
pay its liabilities and distribute its assets pursuant to this chapter. [L
2003, c 210, pt of §1; am L 2004, c 121, §41; am L 2009, c 55, §51]