BLAIR LEE III, Acting Governor

1303

the consolidation or merger is effective as of the later of:

(i) The tine specified by the law of the
place where the successor is organized; or

(ii) The time the Department accepts the
articles of consolidation or merger for record.

(2) A successor in a consolidation or merger
shall file for record with the Department a certificate from
the place where it is organized which certifies the date the
articles of consolidation or merger were filed. However,
the failure to file this certificate does not invalidate the
consolidation or merger.

3-114.

(b) The separate existence of each corporation OR
BUSINESS TRUST party to the articles, except the successor,
ceases.

(d)    (1) The assets of each corporation AND BUSINESS
TRUST party to the articles, including any legacies which it
would have been capable of taking, transfer to, vest in, and
devolve on the successor without further act or deed.

(2) Confirmatory deeds, assignments, or similar
instruments to evidence the transfer may be executed and
delivered at any time in the name of the transferring
corporation AND BUSINESS TRUST:

(i) By its last acting officers OR
TRUSTEES; or

(ii) By the appropriate officers OR
TRUSTEES of the successor.

(e)    (1) The successor is liable for all the debts
and obligations of each nonsurviving corporation AND
BUSINESS TRUST. An existing claim, action, or proceeding
pending by or against any nonsurviving corporation OR
BUSINESS TRUST may be prosecuted to judgment as if the
consolidation or merger had not taken place, or, on motion
of the successor or any party, the successor may be
substituted as a party and the judgment against the
nonsurviving corporation OR BUSINESS TRUST constitutes a
lien on the property of the successor.

(2) A consolidation or merger does not impair
the rights of creditors or any liens on the property of any
corporation OR BUSINESS TRUST party to the articles.

8-501.1.

(A)         (1)        IN THIS SECTION THE FOLLOWING WORDS HAVE

THE MEANINGS INDICATED.

(2)         "BUSINESS TRUST" MEANS AN UNINCORPORATED