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| Subsection (b) provides that upon conversion: (1) all partnership | | property remains vested in the converted entity; (2) all | | obligations remain the obligations of the converted entity; and (3) | | all pending legal actions may be continued as if the conversion had | | not occurred. The term "entity" as used in Article 9 refers to | | either or both general and limited partnerships as the context | | requires. |
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| | | Under subsection (b)(1), title to partnership property remains | | vested in the converted partnership. As a matter of general | | property law, title remains vested without further act or deed | | and without reversion or impairment. |
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| | | §1095.__Merger of partnerships |
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| | | 1.__Merger pursuant to plan.__Pursuant to a plan of merger | | approved as provided in subsection 3, a partnership may be merged | | with one or more partnerships or limited partnerships. |
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| | | 2.__Plan of merger.__The plan of merger must set forth: |
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| | | A.__The name of each partnership or limited partnership that | | is a party to the merger; |
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| | | B.__The name of the surviving entity into which the other | | partnerships or limited partnerships will merge; |
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| | | C.__Whether the surviving entity is a partnership or a | | limited partnership and the status of each partner; |
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| | | D.__The terms and conditions of the merger; |
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| | | E.__The manner and basis of converting the interests of each | | party to the merger into interests or obligations of the | | surviving entity or into money or other property in whole or | | part; and |
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| | | F.__The street address of the surviving entity's chief | | executive office. |
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| | | 3.__Approval of plan.__The plan of merger must be approved: |
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| | | A.__In the case of a partnership that is a party to the | | merger, by all of the partners, or a number or percentage | | specified for merger in the partnership agreement; and |
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| | | B.__In the case of a limited partnership that is a party to the | | merger, by the vote required for approval of a merger by the law | | of the State or foreign jurisdiction in which the |
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