(1) All property owned by the converting general partnerships or limited partnerships is vested in the limited liability company;

(2) All debts, liabilities, and other obligations of the converting general partnership or limited partnership continue as obligations of the limited liability company;

(3) Any action or proceeding pending by or against the converting general partnership or limited partnership may be continued as if the conversion had not occurred and the limited liability company may be substituted as a party to the action or proceeding;

(4) Except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting general partnership or limited partnership are vested in the limited liability company; and

(5) Except as otherwise provided in the agreement of the conversion under section 428-902(c), all of the partners of the converting general partnership or limited partnership shall continue as members of the limited liability company. [L 1996, c 92, pt of §1]

(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;

(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;

(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;

(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;

(6) The shares and other forms of ownership in the converting entity that are to be converted into shares, or other forms of ownership, or other securities in the converted entity as provided in the plan of conversion shall be converted, and if the converting entity is a domestic limited liability company, the members of the domestic limited liability company shall be entitled only to the rights provided in the plan of conversion or to the rights to dissent under section 415-80;

(7) A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that such shareholder, partner, member, or other owner:

(8) If the converted entity is a foreign limited liability company or other entity, such converted entity shall appoint a resident of this State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting members of the converting domestic limited liability company; and

(9) If the converting entity is a domestic limited liability company, section 428-907 shall apply as if the converted entity were the survivor of a merger with the converting entity.