KRS 362.1-906: Effect of merger.

(1) When a merger takes effect:

(a) The separate existence of every partnership or limited partnership that is a

party to the merger, other than the surviving entity, ceases;

(b) All property owned by each of the merged partnerships or limited partnerships

vests in the surviving entity;

(c) All obligations of every partnership or limited partnership that is a party to the

merger become the obligations of the surviving entity; and

(d) An action or proceeding pending against a partnership or limited partnership

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.

(2) The Secretary of State of this Commonwealth is the agent for service of process in

an action or proceeding against a sur viving foreign partnership or limited

partnership to enforce an obligation of a domestic partnership or limited partnership

that is a party to a merger. The surviving entity shall promptly notify the Secretary

of State of the mailing address of its chief e xecutive office and of any change of

address. Upon receipt of process, the Secretary of State shall mail a copy of the

process to the surviving foreign partnership or limited partnership.

(3) A partner of the surviving partnership or limited partnership is liable for:

(a) All obligations of a party to the merger for which the partner was personally

liable before the merger;

(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

(c) Except as otherwise provided in KRS 362.1 -306, 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 t he partner is a limited

partner.

(4) If the obligations incurred before the merger by a party to the merger are not

satisfied out of the property of the surviving partnership or limited partnership, then

the general 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 KRS 362.1 -807 or in the Limited

Partnership Act of the jurisdiction in which the party was forme d, as the case may

be, as if the merged party were dissolved.

(5) A partner of a party to a merger who does not become a partner of the surviving

partnership or limited partnership is dissociated from the entity, of which that

partner was a partner, as of the date the merger takes effect. The surviving entity

shall cause the partner's interest in the entity to be purchased under KRS 362.1 -701

or another statute specifically applicable to that partner's interest with respect to a

merger. The surviving entity is bound under KRS 362.1 -702 by an act of a general

partner dissociated under this subsection, and the partner is liable under KRS 362.1-

703 for transactions entered into by the surviving entity after the merger takes

effect.

(6) Unless otherwise provided in the partnership agreement, a partner has no right to

dissent from a merger.

(7) If the surviving business entity is a partnership, the written partnership agreement

provided for in the plan of merger, if any, shall be binding upon each partner in that

partnership.