PARRIS N. GLENDENING, Governor

Ch. 654

(d)     (1) The property certificate shall provide a deed reference or other
description sufficient to identify the property.

(2) The Department shall:

(i) Indicate on the property certificate the time the articles of merger
are accepted for record; and

(ii) Send a copy of the property certificate to the chief assessor of the
county where the property is located.

(e)     A transfer, vesting, or devolution of title to the property is not invalidated or
otherwise affected by any error or defect in the property certificate, failure to file the
property certificate, or failure by the Department to act on the property certificate.

4A-709.

(a)     A consummation of a merger has the effects provided in this section.

(b)     The separate existence of each limited liability company, limited partnership,
PARTNERSHIP, corporation, or business trust party to the articles, except the successor,
ceases.

(c)     The interest of each member of a limited liability company 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 member under § 4A-705 of this
subtitle.

(d)    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.

(e)     (1) 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 upon 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 nonsurviving party
to the articles of merger by its last acting authorized persons, general partners, officers,
trustees, or by the appropriate authorized persons, general partners, officers, trustees, or
members of the successor.

(f)     (1) (i) The successor is liable for all the debts and obligations of each
nonsurviving party to the articles of merger.

(ii) An existing claim, action, or proceeding pending by or against any
nonsurviving party to the articles of merger:

1. May be prosecuted to judgment as if the merger had not
taken place; or

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