(a) The survivor shall be a single limited partnership, which, in the case of a merger shall be that limited partnership designated in the plan of merger as the survivor and, in the case of a consolidation shall be the new limited partnership provided for in the plan of consolidation.

Terms Used In Connecticut General Statutes 34-33f

  • Bequest: Property gifted by will.
  • Certificate of limited partnership: means the certificate referred to in §. See Connecticut General Statutes 34-9
  • Consolidation: means a business combination pursuant to §. See Connecticut General Statutes 34-9
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Devise: To gift property by will.
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Connecticut General Statutes 34-9
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Interests: means the proprietary interests in an other entity. See Connecticut General Statutes 34-9
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Merger: means a business combination pursuant to §. See Connecticut General Statutes 34-9
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Party to a merger: means any domestic or foreign limited partnership or other entity that will merge under a plan of merger. See Connecticut General Statutes 34-9
  • Plan of consolidation: means a plan entered into pursuant to §. See Connecticut General Statutes 34-9
  • Plan of merger: means a plan entered into pursuant to §. See Connecticut General Statutes 34-9
  • State: means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Connecticut General Statutes 34-9
  • Survivor: means , in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated. See Connecticut General Statutes 34-9

(b) The separate existence of each party to the merger or the consolidation, except the survivor, shall cease.

(c) For the purposes of the laws of this state, the survivor shall thereupon and thereafter, to the extent consistent with its certificate of limited partnership as in effect upon effecting the merger or consolidation, possess all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships as well as all other things and choses in action belonging to each of such limited partnerships, and all and every other interests, of or belonging to or due to each of the limited partnerships so merged or consolidated, shall be vested in such single limited partnership without further act or deed; and the title to any real estate, or any interest therein, vested in any of such limited partnerships shall not revert or be in any way impaired by reason of such merger or consolidation.

(d) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger or consolidation, to or for the benefit of any party to the merger or the consolidation shall inure to the benefit of the survivor. So far as is necessary for that purpose, the existence of each party to the merger or the consolidation shall be deemed to continue in and through the survivor.

(e) The survivor shall be liable for all the liabilities, obligations and penalties of each party to the merger or the consolidation; and any claim existing or action or proceeding, civil or criminal, pending by or against any such limited partnership may be prosecuted as if such merger or consolidation had not taken place, or such survivor may be substituted in its place; and any judgment rendered against any party to the merger or the consolidation may be enforced against the survivor. Neither the rights of creditors nor any liens upon the property of any merging or consolidating limited partnership shall be impaired by the merger or consolidation.

(f) Any general partner of a limited partnership that is a party to a merger or a consolidation who, prior to the merger or the consolidation, was obligated for any of the liabilities or obligations of the limited partnership shall not be released by reason of the merger or the consolidation from any such liabilities or obligations arising prior to the effective time of the merger or the consolidation.