New York Laws
Article 8-A - Revised Limited Partnership Act
121-1104 - Effect of Merger or Consolidation.

(a) all the property, real and personal, tangible and intangible, of
each constituent limited partnership shall vest in the surviving or
resulting limited partnership;
(b) to the extent provided in the plan of merger or consolidation, the
partners of each constituent limited partnership shall continue or
become partners in the surviving or resulting limited partnership with
such interest as the agreement of merger or consolidation shall provide;
(c) the surviving or resulting limited partnership shall be liable for
all debts, obligations, liabilities and penalties of each constituent
limited partnership as though each such debt, obligation, liability or
penalty had been originally incurred by such surviving or resulting
limited partnership; and
(d) no action, suit or proceeding, civil or criminal, then pending by
or against any such constituent limited partnership in its common name
shall abate or be discontinued by reason of such merger or
consolidation, but may be prosecuted by or proceed against such
surviving or resulting limited partnership.

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