[§414D-210] Effect of conversion. (a) Upon an effective conversion, the converting entity shall continue to exist without interruption, but in the organizational form of the converted entity.
(b) 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.
(c) 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.
(d) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion.
(e) 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.
(f) The shares and other forms of ownership in the converting entity that are to be converted into shares, or other forms of ownership in the converted entity, as provided in the plan of conversion, shall be converted.
(g) 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; provided that the shareholder, partner, member, or other owner:
(1) Agreed in writing to be liable for such debts or obligations;
(2) Was liable under applicable law prior to the effective date of the conversion for such debts or obligations; or
(3) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity. [L 2001, c 105, pt of §1]