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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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