N.Y. Partnership Law 121-1104 – Effect of merger or consolidation
§ 121-1104. Effect of merger or consolidation. When such merger or consolidation has been effected:
Terms Used In N.Y. Partnership Law 121-1104
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- merger: shall mean a procedure in which two or more limited partnerships merge into a single limited partnership which shall be one of the constituent limited partnerships and "consolidation" shall mean a procedure in which two or more limited partnerships consolidate into a single limited partnership which shall be a new limited partnership to be formed pursuant to the consolidation. See N.Y. Partnership Law 121-1101
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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.
(a) all the property, real and personal, tangible and intangible, of each constituent limited partnership shall vest in the surviving or resulting limited partnership;
(b) to the extent provided in the plan of merger or consolidation, the partners of each constituent limited partnership shall continue or become partners in the surviving or resulting limited partnership with such interest as the agreement of merger or consolidation shall provide;
(c) the surviving or resulting limited partnership shall be liable for all debts, obligations, liabilities and penalties of each constituent limited partnership as though each such debt, obligation, liability or penalty had been originally incurred by such surviving or resulting limited partnership; and
(d) no action, suit or proceeding, civil or criminal, then pending by or against any such constituent limited partnership in its common name shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or proceed against such surviving or resulting limited partnership.