KRS 362.2-959: Effect of merger.

When a merger takes effect:

(1) The separate existence of every domestic limited partnership that is a party to the

merger except the surviving domestic limited partnership, if any, shall cease;

(2) The title to all real estate and other property owned by each domestic limited

partnership that is a party to the merger shall be vested in the surviving entity

without reversion or impairment;

(3) The surviving entity shall be responsible for all liabilities of each domestic limited

partnership that is a party to the merger;

(4) A proceeding pending by or against any domestic limited partnership party to the

merger may be continued as if the merger had not occurred, or the surviving entity

may be substituted in the proceeding for the domestic limited partnership whose

existence ceased;

(5) If a domestic limited partnership is the surviving entity of the merger, then the

certificate of limited partnership and partnership agreement of that limited

partnership shall be amended to the extent provided in the plan of merger;

(6) The partnership interests of every domestic limited partnership that is a party to the

merger that are to be converted into partnership interests, membership interests,

shares, or other securities or obligations of the surviving limited partnership, limited

liability company, or corporation or into cash or other property, in whole or in part,

shall be so converted and the former holders of such partnership interests shall be

entitled only to the rights provided in the plan of merger;

(7) If the surviving business entity is a li mited partnership, such amendments to the

certificate of limited partnership thereof as are set forth in the plan of merger shall

be effective; and

(8) If the surviving business entity is a limited partnership, the written partnership

agreement provided fo r in the plan of merger, if any, shall be binding upon each

partner in that limited partnership.