North Dakota Century Code Title 45. Partnerships § 45-10.2-103. Effect of merger

a. The surviving organization continues or comes into existence;

b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

c. All property owned by each constituent organization that ceases to exist vests in the surviving organization;

d. All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;

e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued by the surviving organization as if the merger had not occurred;

f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

h. Except as otherwise agreed, if a constituent limited partnership ceases to exist, then the merger does not dissolve the limited partnership for the purposes of sections 45-10.2-66 through 45-10.2-75;

i. If the surviving organization is created by the merger and:

j. If the surviving organization pre-exists the merger, then any amendments provided for in the articles of merger for the organizational record that created the organization become effective.