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is the limited liability company or other business entity | designated in the plan of merger as the survivor, and in the case | of a consolidation is the new resulting limited liability company | or other business entity provided for in the plan of consolidation. |
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| | 2. Separate existence ceases. The separate existence of each | party to the merger or consolidation agreement, except for the | surviving or new resulting limited liability company or other | business entity, ceases. |
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| | 3. Rights and restrictions on surviving or resulting limited | liability company or other business entity. The surviving or new | resulting limited liability company or other business entity | possesses all the rights, privileges, immunities and, powers and | franchises of each constituent limited liability company 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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| | 4. Interests of constituent limited liability companies or | other business entities. All property, real, personal and mixed | and all debts due, including promises to make capital | contributions and subscriptions for shares or interests, and 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 new resulting limited liability company or other | business entity without further act or deed. |
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| | 5. Real estate titles do not revert. The title to all real | estate and any interest in real estate vested in a constituent | limited liability company 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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| | 6. Liabilities and obligations. The surviving or new | resulting limited liability company or other business entity is | liable for all liabilities and obligations of each of the | constituent limited liability companies or other business | entities so merged or consolidated and any claim existing or | action or proceeding pending by or against a constituent limited | liability company or other business entity may be prosecuted as | if the merger or consolidation had not taken place or the | surviving or new resulting limited liability company or other | business entity may be substituted in the action. |
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| | 7. Impairment of creditor's rights or liens. Neither the | rights of creditors nor any liens on the property of a | constituent limited liability company or other business entity | are impaired by the merger or consolidation. |
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