<?xml version='1.0' encoding='utf-8'?>
<section article="gca" article_name="Corporations and Associations" number="4A-709" title_number="4A" title_name="Limited Liability Company Act" subtitle_number="7" subtitle_name="Merger">
  <level label="a">
    <text>A consummation of a merger has the effects provided in this section.</text>
  </level>
  <level label="b">
    <text>The separate existence of each limited liability company, limited partnership, partnership, corporation, or business trust party to the articles, except the successor, ceases.</text>
  </level>
  <level label="c">
    <text>The membership interest of each member of a limited liability company party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting member under § 4A–705 of this subtitle.</text>
  </level>
  <level label="d">
    <text>In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles.</text>
  </level>
  <level label="e">
    <level label="1">
      <text>The assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed.</text>
    </level>
    <level label="2">
      <text>Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the nonsurviving party to the articles of merger by its last acting authorized persons, general partners, officers, trustees, or by the appropriate authorized persons, general partners, officers, trustees, or members of the successor.</text>
    </level>
  </level>
  <level label="f">
    <level label="1">
      <level label="i">
        <text>The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger.</text>
      </level>
      <level label="ii">
        <text>An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger:</text>
        <level label="1">
          <text>May be prosecuted to judgment as if the merger had not taken place; or</text>
        </level>
        <level label="2">
          <text>On motion of the successor or any party, the successor may be substituted as a party, and the judgment against the nonsurviving party to the articles of merger shall constitute a judgment against the successor.</text>
        </level>
      </level>
    </level>
    <level label="2">
      <text>A merger does not impair the rights of creditors or a lien on the property of any limited liability company, partnership, limited partnership, corporation, or business trust party to the articles of merger.</text>
    </level>
  </level>
</section>
