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

(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 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)  If a surviving entity fails to appoint ormaintain an agent designated for service of process in this State or the agentfor service of process cannot with reasonable diligence be found at thedesignated office, service of process may be made upon the surviving entity bysending a copy of the process by registered or certified mail, return receiptrequested, 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 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 partner of a surviving partnership orlimited liability partnership shall be liable for all obligations of a party tothe merger for which the partner was personally liable prior to the merger.

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