LLC.1.8.060 Effects of Merger

A merger has the following effects:

(a) The Constituent Organizations must become a single entity, which shall be the entity designated in the plan of merger as the surviving LLC.

(b) Each Constituent Organization, except the surviving LLC, ceases to exist.

(c) The surviving LLC possesses all of the rights, privileges, immunities, and powers of each merged Constituent Organization and is subject to all of the restrictions, disabilities, and duties of each merged Constituent Organization.

(d) All property and all debts, including contributions, and each interest belonging to or owed to each of the Constituent Organizations are vested in the surviving LLC without further act.

(e) Title to all real estate and any interest in real estate, vested in any Constituent Organization, does not revert and is not in any way impaired because of the merger.

(f) The surviving LLC has all the liabilities and obligations of each of the Constituent Organizations and any claim existing or action or proceedings pending by or against any merged Constituent Organization may be prosecuted as if the merger had not taken place, or the surviving LLC may be substituted in the action.

(g) The rights of creditors and any liens on the property of any Constituent Organization survive the merger.

(h) The interests in a Constituent Organization that are to be converted or exchanged into interest, cash, obligations, or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger of the rights otherwise provided by law.

(i) The Articles of Organization of the surviving LLC is amended to the extent provided in the articles of merger.