PARRIS N. GLENDENING, Governor                             Ch. 654

2. 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 SHALL CONSTITUTE A
JUDGMENT AGAINST THE SUCCESSOR.

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

(3)     SUBJECT TO SUBTITLES 7 AND 8 OF THIS TITLE, A PARTNER OF A
NONSURVIVING PARTNERSHIP REMAINS LIABLE FOR ALL THE DEBTS AND
OBLIGATIONS OF THE NONSURVIVING PARTNERSHIP PARTY TO THE ARTICLES OF
MERGER.

(G) A PARTNER OF THE SURVIVING PARTNERSHIP IS LIABLE FOR:

(1)     ALL OBLIGATIONS OF A PARTY TO THE MERGER FOR WHICH THE
PARTNER WAS PERSONALLY LIABLE BEFORE THE MERGER;

(2)      ALL OTHER OBLIGATIONS OF THE SURVIVING PARTNERSHIP
INCURRED BEFORE THE MERGER BY A PARTY TO THE MERGER, BUT THOSE
OBLIGATIONS MAY BE SATISFIED ONLY OUT OF PROPERTY OF THE SURVIVING
PARTNERSHIP; AND

(3)     EXCEPT AS PROVIDED IN § 9-306(C) OF THIS TITLE, ALL OBLIGATIONS
OF THE SURVIVING PARTNERSHIP INCURRED AFTER THE MERGER TAKES EFFECT.

9-910. SERVICE OF PROCESS.

FOLLOWING A MERGER INVOLVING ONE OR MORE PARTNERSHIPS, IF THE
SUCCESSOR PARTNERSHIP IS NOT A PARTNERSHIP ORGANIZED UNDER THIS
SUBTITLE, THERE SHALL BE INCLUDED IN THE ARTICLES OF MERGER FILED UNDER
§ 9-903 OF THIS SUBTITLE FOR EACH PARTNERSHIP ORGANIZED UNDER THIS
SUBTITLE A STATEMENT THAT:

(1)     THE SUCCESSOR PARTNERSHIP AGREES THAT IT MAY BE SERVED
WITH PROCESS IN THIS STATE IN ANY ACTION, SUIT, OR PROCEEDING FOR THE
ENFORCEMENT OF ANY OBLIGATION OF THE NONSURVIVING PARTNERSHIP THAT
AROSE BEFORE THE MERGER;

(2)     IRREVOCABLY APPOINTS THE DEPARTMENT AS ITS AGENT TO
ACCEPT SERVICE OF PROCESS IN ANY SUCH ACTION, SUIT, OR PROCEEDING
DESCRIBED UNDER ITEM (1) OF THIS SECTION; AND

(3)     SPECIFIES THE ADDRESS TO WHICH A COPY OF THE PROCESS SHALL
BE MAILED BY THE DEPARTMENT.

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