[§425-205]  Effect of merger.  (a)  When
a merger takes effect:



(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 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)  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.



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



(d)  Unless otherwise agreed, a merger of a
general partnership or limited liability partnership that is not the surviving
entity in the merger shall not require the general partnership or limited
liability partnership to wind up its business under this chapter or pay its
liabilities and distribute its assets pursuant to this chapter. [L 2002, c 41,
pt of §3]