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constituent limited partnership to the merger or consolidation, | | including a limited partnership formed for the purpose of | | consummating the merger, is the partnership agreement of the | | surviving or resulting limited partnership. |
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| | | 10.__General effect of merger or consolidation.__A merger or | | consolidation has the following effects. |
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| | | A. The limited partnerships or other business entities that | | are parties to the merger or consolidation agreement become | | a single entity, which in the case of a merger is the | | limited partnership or other business entity designated in | | the plan of merger as the survivor and in the case of a | | consolidation is the resulting limited partnership or other | | business entity provided for in the plan of consolidation. |
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| | | B.__The separate existence of each party to the merger or | | consolidation agreement, except for the surviving or | | resulting limited partnership or other business entity | | ceases. |
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| | | C.__The surviving or resulting limited partnership or other | | business entity possesses all the rights, privileges, | | immunities, powers and franchises of each constituent | | limited partnership or other business entity and is subject | | to all the restrictions, disabilities and duties of each of | | the parties to the extent that those rights, privileges, | | immunities, powers, franchises, restrictions, disabilities | | and duties are applicable. |
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| | | D.__All property, real, personal and mixed; all debts due, | | including promises to make capital contributions and | | subscriptions for shares or interests; all other choses in | | action; and all other interests of or belonging to or due to | | each of the constituent entities vest in the surviving or | | resulting limited partnership or other business entity | | without further act or deed. |
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| | | E.__The title to all real estate and any interests in real | | estate vested in a constituent limited partnership or other | | business entity do not revert and are not in any way | | impaired by reason of the merger or consolidation. |
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| | | F.__The surviving or resulting limited partnership or other | | business entity is liable for all liabilities and obligations of | | each of the constituent limited partnerships or other business | | entities so merged or consolidated and any claim existing or | | action or proceeding pending by or against a constituent limited | | partnership or other business entity may be prosecuted as if the | | merger or consolidation had not taken place or the surviving or | | resulting limited |
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