§1096.__Effect of merger

1.__Effect of merger.__When a merger takes effect:

A.__The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;

B.__All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

C.__All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

D.__An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.

2.__Agent for service of process.__The Secretary of State is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger.__The surviving entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address.__Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign partnership or limited partnership.

3.__Liability of partner.__A partner of the surviving partnership or limited partnership is liable for:

A.__All obligations of a party to the merger for which the partner was personally liable before the merger;