21-174 Effect of merger. - Nebraska Statutes

21-174. Effect of merger.(ULLCA 1005) (a) When a merger becomeseffective:(1) the surviving organizationcontinues or comes into existence;(2) each constituent organization that merges intothe surviving organization ceases to exist as a separate entity;(3) all property ownedby each constituent organization that ceases to exist vests in the survivingorganization;(4)all debts, obligations, or other liabilities of each constituent organizationthat ceases to exist continue as debts, obligations, or other liabilitiesof the surviving organization;(5) an action or proceeding pending by or againstany constituent organization that ceases to exist may be continued as if themerger had not occurred;(6)except as prohibited by other law, all of the rights, privileges, immunities,powers, and purposes of each constituent organization that ceases to existvest in the surviving organization;(7) except as otherwise provided in the plan of merger,the terms and conditions of the plan of merger take effect; and(8) except as otherwiseagreed, if a constituent limited liability company ceases to exist, the mergerdoes not dissolve the limited liability company for the purposes of sections 21-147 to 21-154;(9)if the surviving organization is created by the merger:(A) if it is a limitedliability company, the certificate of organization becomes effective; or(B) if it is an organizationother than a limited liability company, the organizational document that createsthe organization becomes effective; and(10) if the surviving organization preexisted themerger, any amendments provided for in the articles of merger for the organizationaldocument that created the organization become effective.(b) A surviving organizationthat is a foreign organization consents to the jurisdiction of the courtsof this state to enforce any debt, obligation, or other liability owed bya constituent organization, if before the merger the constituent organizationwas subject to suit in this state on the debt, obligation, or other liability. SourceLaws 2010, LB888, § 74.Operative Date: January 1, 2011