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:

(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.