(a) When a merger becomes effective:

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Terms Used In Hawaii Revised Statutes 425E-1109

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Entity: includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. See Hawaii Revised Statutes 425E-102
  • General partner: means a general partner of a limited partnership. See Hawaii Revised Statutes 425E-1101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a limited partner under § 425E-301; or

    (B) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Hawaii Revised Statutes 425E-102
(1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;
(2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;
(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;
(4) An action or proceeding pending by or against an entity that is a party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.
(b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:

(1) The date the surviving entity receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.
(c) A general partner or limited partner of a surviving limited partnership shall be liable for all obligations of a party to the merger for which the general partner or limited partner was personally liable prior to the merger.
(d) Unless otherwise agreed, a merger of a limited partnership that is not the surviving entity in the merger shall not require the limited partnership to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter.

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