Effect of merger or consolidation

(1) Subject to section 80(9)(d) of this Act, the merger or consolidation shall be effective upon the filing of the articles of merger or consolidation with the Registrar or on such date subsequent thereto, not to exceed thirty days, as shall be set forth in such articles. (2) When a merger or consolidation has been effected and the surviving or consolidated entity is a limited liability company organised or registered under this Act, (a) such surviving or consolidated limited liability company shall thereafter, consistent with its articles of organisation as altered or established by the merger or consolidation, possess all the rights, privileges, immunities, powers and purposes of each of the parties to the merger or consolidation; (b) all the property, real and personal, including causes of action and every other asset of each of the parties to the merger or consolidation shall vest in such surviving or consolidated limited liability company without further act or deed; (c) the surviving or consolidated limited liability company shall assume and be liable for all the liabilities, obligations and penalties of each of the parties to the merger or consolidation; no liability or obligation due or to become due, claim or demand for any cause existing against any such party shall be released or impaired by such merger or consolidation; no action or proceeding, whether civil or criminal, then pending by or against any such party to the merger or consolidation shall abate or be discontinued by such merger or consolidation, but may be enforced, prosecuted, settled or compromised as if such merger or consolidation had not occurred, or such surviving or consolidated limited liability company may be substituted in such action or special proceeding in place of any party to the merger or consolidation; 80 (d) in the case of a merger, the articles of organisation of the surviving limited liability company shall be automatically amended to the extent, if any, that changes in its articles of organisation are set forth in the plan of merger; and, in the case of consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of organisation of a limited liability company formed under this Act, shall be its articles of organisation; and (e) unless otherwise provided in the articles of merger or consolidation, each party to the merger or consolidation which is not a surviving limited liability company or consolidated incorporated or registered under this Act, ceases to exist and is dissolved.