PARRIS N. GLENDENING, Governor

Ch. 654

(j) (1) Consummation of a merger has the effects provided in this subsection.

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

(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,
authorized persons, or trustees or by the appropriate general partners, officers,
authorized persons, 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 PARTNERSHIP, limited partnership, corporation, limited liability
company, or business trust party to the articles of merger.

(k) If, following a merger involving one or more domestic limited partnerships,
the successor PARTNERSHIP OR limited partnership is not a domestic PARTNERSHIP OR
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 PARTNERSHIP OR 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.

10-402.

A person ceases to be a general partner of a limited partnership upon the
happening of any of the following events:

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