§ 1004. Effect of merger or consolidation. (a) When any merger or
consolidation shall have become effective under this chapter, for all
purposes of the laws of this state, all of the rights, privileges,
immunities, powers and purposes of each of the domestic limited
liability companies and other business entities that have merged or
consolidated, and all property, real, personal and mixed, tangible and
intangible, and all debts, obligations, liabilities, penalties and
duties of such domestic limited liability companies and other business
entities, as well as all other things belonging to each of such domestic
limited liability companies and other business entities, shall be vested
in the surviving or resulting domestic limited liability company or
other business entity, and shall thereafter be the property of the
surviving or resulting domestic limited liability company or other
business entity as they were of each of the domestic limited liability
companies and other business entities that have merged or consolidated,
and the title to any real property vested by deed or otherwise, under
the laws of this state, in any of such domestic limited liability
companies and other business entities, shall not revert or be in any way
impaired by reason of this chapter; but all rights of creditors and all
liens upon any property of any of such domestic limited liability
companies and other business entities shall be preserved unimpaired, and
all debts, obligations, liabilities, penalties and duties of each of
such domestic limited liability companies and other business entities
that have merged or consolidated shall thenceforth attach to the
surviving or resulting domestic limited liability company or other
business entity and may be enforced against it to the same extent as if
such debts, obligations, liabilities, penalties and duties had been
incurred or contracted by it.

(b) When any merger or consolidation shall have become effective under
this chapter, no action, suit or proceeding, civil or criminal, then
pending by or against any constituent limited liability company or other
business entity in its common name shall abate or be discontinued by
reason of such merger or consolidation, but may be prosecuted by or may
proceed against such surviving or resulting domestic limited liability
company or other business entity.

(c) Unless otherwise agreed, a merger or consolidation of a domestic
limited liability company, including a domestic limited liability
company that is not the surviving or resulting entity in the merger or
consolidation, shall not require such domestic limited liability company
to wind up its affairs under section seven hundred three of this chapter
or pay its liabilities and distribute its assets under section seven
hundred four of this chapter.

(d) A certificate of merger or consolidation shall act as articles of
dissolution for a domestic limited liability company that is not the
surviving or resulting entity in the merger or consolidation.

(e) Notwithstanding anything to the contrary contained in an operating
agreement, an operating agreement containing a specific reference to
this subdivision may provide that an agreement of merger or
consolidation approved in accordance with subdivision (c) of section ten
hundred two of this article may (i) effect any amendment to the
operating agreement or (ii) effect the adoption of a new operating
agreement for a domestic limited liability company if it is the
surviving or resulting domestic limited liability company in the merger
or consolidation. Any amendment to an operating agreement or adoption of
a new operating agreement made pursuant to the foregoing sentence shall
be effective at the effective time or date of the merger or
consolidation. The provisions of this subdivision shall not be construed
to limit the accomplishment of a merger or of any of the matters
referred to herein by any other means provided for in an operating
agreement or other agreement or as otherwise permitted by law, including
that the operating agreement of any domestic limited liability company
to the merger or consolidation (including a domestic limited liability
company formed for the purpose of consummating a merger or
consolidation) shall be the operating agreement of the surviving or
resulting domestic limited liability company.