| | | A.__If the converted organization is a limited partnership, | | when the certificate of limited partnership takes effect; | | and |
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| | | B.__If the converted organization is not a limited | | partnership, as provided by the governing statute of the | | converted organization. |
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| | | §1435.__Effect of conversion |
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| | | 1.__Same entity.__An organization that has been converted | | pursuant to this subchapter is for all purposes the same entity | | that existed before the conversion. |
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| | | 2.__Effect of conversion.__When a conversion takes effect: |
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| | | A.__All property owned by the converting organization | | remains vested in the converted organization; |
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| | | B.__All debts, liabilities and other obligations of the | | converting organization continue as obligations of the | | converted organization; |
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| | | C.__An action or proceeding pending by or against the | | converting organization may be continued as if the | | conversion had not occurred; |
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| | | D.__Except as prohibited by other law, all of the rights, | | privileges, immunities, powers and purposes of the | | converting organization remain vested in the converted | | organization; |
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| | | E.__Except as otherwise provided in the plan of conversion, | | the terms and conditions of the plan of conversion take | | effect; and |
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| | | F.__Except as otherwise agreed, the conversion does not | | dissolve a converting limited partnership for the purposes | | of subchapter 8. |
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| | | 3.__Foreign organization; Secretary of State as agent.__A | | converted organization that is a foreign organization consents to | | the jurisdiction of the courts of this State to enforce any | | obligation owed by the converting organization, if before the | | conversion the converting organization was subject to suit in | | this State on the obligation. A converted organization that is a | | foreign organization and not authorized to transact business in | | this State appoints the Secretary of State as its agent for | | service of process for purposes of enforcing an obligation under | | this subsection. Service on the Secretary of State under this |
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