LD 2290
pg. 16
Page 15 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 17 of 31
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LR 3693
Item 1

 
partnership or other business entity may be substituted in the
action.

 
G.__Neither the rights of creditors nor any liens on the
property of a constituent limited partnership or other
business entity are impaired by the merger or consolidation.

 
H.__The partnership or other interests in a limited
partnership or the shares or other interests of another
business entity that are to be converted or exchanged into
interests, cash, obligations or other property under the
terms of the merger or consolidation agreement are so
converted and the former holders of the partnership or other
interest are entitled only to the rights provided in the
merger or consolidation agreement or the rights otherwise
provided by law.

 
I.__Except as provided by agreement with a person to whom a
general partner of a limited partnership is obligated, a
merger or consolidation of a limited partnership that has
become effective may not affect any obligation or liability
existing at the time of the merger or consolidation of a
general partner of a limited partnership that is merging or
consolidating.

 
J.__If a limited partnership is a constituent party to a
merger or consolidation that is effective, but the limited
partnership is not the surviving or resulting entity of the
merger or consolidation, then a judgment creditor of a
general partner of the limited partnership may not levy
execution against the assets of the general partner to
satisfy a judgment based on a claim against the surviving or
resulting business entity of the merger or consolidation
unless:

 
(1)__A judgment based on the same claim has been
obtained against the surviving or resulting business
entity of the merger or consolidation and writ of
execution on the judgment has been returned unsatisfied
in whole or in part;

 
(2)__The surviving or resulting business entity of the
merger or consolidation is a debtor in bankruptcy;

 
(3)__The general partner has agreed that the creditor
need not exhaust the assets of the limited partnership
that was not the surviving or resulting business entity
of the merger or consolidation;


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