RSA 304-A:60 · [This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.] 304-A:60 Effect of Merger

[This subdivision was enacted by the New Hampshire General Court and is not a part of the national Uniform Partnership Act.] 304-A:60 Effect of Merger. –

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I.

When a merger takes effect:

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(a)

The separate existence of every partnership, limited partnership, or limited liability company that is a party to the merger, other than the surviving entity, ceases;

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(b)

All property owned by each of the merged partnerships, limited partnerships, or limited liability companies vests in the surviving entity;

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(c)

All obligations of every partnership, limited partnership, or limited liability company that is a party to the merger become the obligations of the surviving entity; and

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(d)

An action or proceeding pending against a partnership, limited partnership, or limited liability company that is a party to the 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.

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II.

[Repealed.]

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III.

A partner of a surviving partnership or limited partnership is liable for:

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(a)

All obligations of a party to the merger for which the partner was personally liable before the merger;

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(b)

All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and

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(c)

All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.

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IV.

If the obligations incurred before the merger by a partnership that is a party to the merger are not satisfied out of the property of the surviving entity, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in RSA 304-A:40 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved. Source. 1997, 120:9. 2004, 248:62, I, eff. July 1, 2004.

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