| D.__All debts, liabilities and other obligations of each | constituent organization that ceases to exist continue as | obligations of the surviving organization; |
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| E.__An action or proceeding pending by or against any | constituent organization that ceases to exist may be | continued as if the merger had not occurred; |
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| F.__Except as prohibited by other law, all of the rights, | privileges, immunities, powers and purposes of each | constituent organization that ceases to exist vest in the | surviving organization; |
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| G.__Except as otherwise provided in the plan of merger, the | terms and conditions of the plan of merger take effect; |
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| H.__Except as otherwise agreed, if a constituent limited | partnership ceases to exist, the merger does not dissolve | the limited partnership for the purposes of subchapter 8; |
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| I.__If the surviving organization is created by the merger: |
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| (1)__If the surviving organization is a limited | partnership, the certificate of limited partnership | becomes effective; or |
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| (2)__If the surviving organization is an organization | other than a limited partnership, the organizational | document that creates the organization becomes | effective; and |
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| J.__If the surviving organization preexists the merger, any | amendments provided for in the articles of merger for the | organizational document that created the organization become | effective. |
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| | 2.__Foreign organization.__A surviving organization that is a | foreign organization consents to the jurisdiction of the courts | of this State to enforce any obligation owed by a constituent | organization, if before the merger the constituent organization | was subject to suit in this State on the obligation. A surviving | organization that is a foreign organization and not authorized to | transact business in this State appoints the Secretary of State | as its agent for service of process for the purposes of enforcing | an obligation under this subsection. Service on the Secretary of | State under this subsection is made in the same manner and with | the same consequences as in section 1317, subsections 3 and 4. |
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| §1440.__Restrictions on approval of conversions and mergers and |
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| on relinquishing limited liability limited partnership |
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