(a) When a merger takes effect:
(1) The separate existence of every partnership that is a party to the merger, other than the surviving partnership, shall cease;
(2) All property owned by each of the merged partnerships vests in the surviving partnership;
(3) All obligations of every partnership that is a party to the merger shall be the obligations of the surviving partnership;
(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding; and
(5) If the plan of merger provides for a person to become a partner in a surviving domestic partnership, the person becomes a partner without the need for the consent that would otherwise be required by § 29-604.01(i).
(b) Service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger may be served pursuant to § 29-104.12.
(c) A partner of the surviving partnership shall be liable for:
(1) All obligations of a party to the merger for which the partner was personally liable before the merger;
(2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations shall be satisfied only out of property of the partnership; and
(3) Except as otherwise provided in § 29-603.06, all obligations of the surviving partnership incurred after the merger takes effect.
(d) Except as otherwise provided in § 29-603.06, if the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving partnership, in the manner provided in § 29-608.07 as if the merged party were dissolved.
(e) A partner of a party to a merger who is not a partner of the surviving partnership shall be dissociated from the partnership of which that partner was a partner, as of the date the merger takes effect. A surviving domestic partnership shall be bound under § 29-607.02 by an act of a general partner dissociated under this subsection, and the partner shall be liable under § 29-607.03 for transactions entered into by the surviving partnership after the merger takes effect.
1981 Ed., § 41-159.6.
2001 Ed., § 33-109.06.
Uniform Law: This section is based on § 906 of the Uniform Partnership Act (1997 Act).