Sec. 34-33f. Effect of merger or consolidation.
Sec. 34-33f. Effect of merger or consolidation. (a) The survivor shall be a single
limited partnership or other entity, which, in the case of a merger shall be that limited
partnership or other entity designated in the plan of merger as the survivor and, in the
case of a consolidation shall be the new limited partnership or other entity provided for
in the plan of consolidation.
(b) The separate existence of each party to the merger or the consolidation, except
the survivor, shall cease.
(c) For the purposes of the laws of this state, the survivor shall thereupon and thereafter, to the extent consistent with its certificate of limited partnership or other organizational documents as in effect upon effecting the merger or consolidation, possess all of
the rights, privileges and powers of each of the limited partnerships and other entities
that have merged or consolidated, and all property, real, personal and mixed, and all
debts due to any of such limited partnerships and other entities as well as all other things
and choses in action belonging to each of such limited partnerships and other entities,
and all and every other interests, of or belonging to or due to each of the limited partnerships and other entities so merged or consolidated, shall be vested in such single limited
partnership or other entity without further act or deed; and the title to any real estate,
or any interest therein, vested in any of such limited partnerships and other entities shall
not revert or be in any way impaired by reason of such merger or consolidation.
(d) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger or consolidation, to or for the benefit of any party
to the merger or the consolidation shall inure to the benefit of the survivor. So far as is
necessary for that purpose, the existence of each party to the merger or the consolidation
shall be deemed to continue in and through the survivor.
(e) The survivor shall be liable for all the liabilities, obligations and penalties of
each party to the merger or the consolidation; and any claim existing or action or proceeding, civil or criminal, pending by or against any such limited partnership or other entity
may be prosecuted as if such merger or consolidation had not taken place, or such
survivor may be substituted in its place; and any judgment rendered against any party
to the merger or the consolidation may be enforced against the survivor. Neither the
rights of creditors nor any liens upon the property of any merging or consolidating
limited partnership shall be impaired by the merger or consolidation.
(f) Any general partner of a limited partnership or holder of an interest in any other
entity that is a party to a merger or a consolidation who, prior to the merger or the
consolidation, was obligated for any of the liabilities or obligations of the limited partnership or other entity shall not be released by reason of the merger or the consolidation
from any such liabilities or obligations arising prior to the effective time of the merger
or the consolidation.
(P.A. 93-363, S. 32; P.A. 03-18, S. 58.)
History: P.A. 03-18 replaced references to surviving or new limited partnership with references to survivor, added
references to other entities and replaced references to merging or consolidating limited partnerships with references to
party to the merger or consolidation throughout, amended Subsec. (a) by replacing "merging limited partnerships or
consolidating limited partnerships party to the plan of merger or consolidation" with "survivor", amended Subsec. (b) by
replacing "all merging or consolidating limited partnerships party to the plan of merger or consolidation" with "each party
to the merger or the consolidation", amended Subsec. (c) by adding provision re other organizational documents and
deleting "taken and transferred to and", and added Subsec. (f) re liabilities and obligations of general partner of limited
partnership or holder of interest in other entity, effective July 1, 2003.