WILLIAM DONALD SCHAEFER, Governor Ch. 550

(3)  THE PARTNERSHIP INTEREST OF EACH PARTNER OF A
LIMITED PARTNERSHIP PARTY TO THE ARTICLES OF MERGER THAT ARE TO
BE CONVERTED OR EXCHANGED UNDER THE TERMS OF THE ARTICLES OF
MERGER CEASE TO EXIST, SUBJECT TO THE RIGHTS OF AN OBJECTING
LIMITED PARTNER UNDER SUBSECTION (F) OF THIS SECTION.

(4)  IN ADDITION TO ANY OTHER PURPOSES AND POWERS SET
FORTH IN THE ARTICLES OF MERGER, IF THE ARTICLES PROVIDE, THE
SUCCESSOR HAS THE PURPOSE AND POWERS OF EACH PARTY TO THE
ARTICLES.

(5)  (I) THE ASSETS OF EACH PARTY TO THE ARTICLES OF
MERGER, INCLUDING ANY LEGACIES THAT IT WOULD HAVE BEEN CAPABLE OF
TAKING, TRANSFER TO, VEST IN, AND DEVOLVE ON THE SUCCESSOR
WITHOUT FURTHER ACT OR DEED.

(II) CONFIRMATORY DEEDS, ASSIGNMENTS OR SIMILAR
INSTRUMENTS TO EVIDENCE THE TRANSFER MAY BE EXECUTED AND
DELIVERED AT ANY TIME IN THE NAME OF THE TRANSFERRING PARTY TO
THE ARTICLES OF MERGER BY ITS LAST ACTING GENERAL PARTNERS,
OFFICERS, OR TRUSTEES OR BY THE APPROPRIATE GENERAL PARTNERS,
OFFICERS, OR TRUSTEES OF THE SUCCESSOR.

(6)  (I) THE SUCCESSOR IS LIABLE FOR ALL THE DEBTS AND
OBLIGATIONS OF EACH NONSURVIVING PARTY TO THE ARTICLES OF MERGER.
AN EXISTING CLAIM, ACTION, OR PROCEEDING PENDING BY OR AGAINST
ANY NONSURVIVING PARTY TO THE ARTICLES OF MERGER MAY BE
PROSECUTED TO JUDGMENT AS IF THE 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
PARTY TO THE ARTICLES OF MERGER CONSTITUTES A LIEN ON THE
PROPERTY OF THE SUCCESSOR.

(II) A MERGER DOES NOT IMPAIR THE RIGHTS OF
CREDITORS OR ANY LIENS ON THE PROPERTY OF ANY LIMITED
PARTNERSHIP, CORPORATION, OR BUSINESS TRUST PARTY TO THE ARTICLES
OF MERGER.

(K) IF, FOLLOWING A MERGER INVOLVING ONE OR MORE DOMESTIC
LIMITED PARTNERSHIPS, THE SUCCESSOR LIMITED PARTNERSHIP IS NOT A
DOMESTIC LIMITED PARTNERSHIP, THERE SHALL BE INCLUDED IN THE
ARTICLES OF MERGER FILED PURSUANT TO SUBSECTION (D)(1) OF THIS
SECTION FOR EACH DOMESTIC LIMITED PARTNERSHIP A STATEMENT THAT
THE SUCCESSOR LIMITED PARTNERSHIP AGREES THAT IT MAY BE SERVED
WITH PROCESS IN THE STATE OF MARYLAND IN ANY ACTION, SUIT, OR
PROCEEDING FOR THE ENFORCEMENT OF ANY OBLIGATION OF THE DOMESTIC
LIMITED PARTNERSHIP THAT AROSE BEFORE THE MERGER, IRREVOCABLY
APPOINTING THE DEPARTMENT AS ITS AGENT TO ACCEPT SERVICE OF
PROCESS IN ANY SUCH ACTION, SUIT, OR PROCEEDING AND SPECIFYING
THE ADDRESS TO WHICH A COPY OF THE PROCESS SHALL BE MAILED TO IT
BY THE DEPARTMENT.

[10-302.

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