                                 CODE OF VIRGINIA

EFFECT OF MERGER (§ 50-73.48:4)

When a merger takes effect:

1. The separate existence of every domestic limited partnership that is a party
to the merger except the surviving domestic limited partnership, if any, ceases;

2. The title to all real estate and other property owned by each domestic
limited partnership party to the merger is vested in the surviving domestic or
foreign partnership, limited partnership, limited liability company, business
trust or corporation without reversion or impairment;

3. The surviving domestic or foreign partnership, limited partnership, limited
liability company, business trust or corporation has all liabilities of each
domestic limited partnership party to the merger;

4. A proceeding pending by or against any domestic limited partnership party to
the merger may be continued as if the merger had not occurred, or the surviving
domestic or foreign partnership, limited partnership, limited liability company,
business trust or corporation may be substituted in the proceeding for the
domestic limited partnership whose existence ceased;

5. If a domestic limited partnership is the surviving entity of the merger, the
certificate of limited partnership and partnership agreement of that limited
partnership is amended to the extent provided in the plan of merger; and

6. The former holders of partnership interests of every domestic limited
partnership party to the merger are entitled only to the rights provided in the
plan of merger.

HISTORY: 1992, c. 575; 1997, c. 190; 2003, c. 340.