2005 Idaho Code - 53-664 — EFFECTS OF MERGER OR CONSOLIDATION

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-664.  EFFECTS OF MERGER OR CONSOLIDATION. A merger or consolidation has
the following effects:
    (1)  The business entities that are parties to the merger or consolidation
agreement shall be a single entity, which, in the case of a merger shall be
the entity designated in the plan of merger as the surviving entity, and, in
the case of a consolidation, shall be the new entity provided for in the plan
of consolidation;
    (2)  Each party to the merger or consolidation agreement, except the
surviving entity or the new entity, shall cease to exist;
    (3)  The surviving entity or the new entity shall thereupon and thereafter
possess all the rights, privileges, immunities and powers of each constituent
entity and shall be subject to all the restrictions, disabilities and duties
of each of such constituent entities to the extent such rights, privileges,
immunities, powers, franchises, restrictions, disabilities and duties are
applicable to the type of business entity that is the surviving entity or the
new entity;
    (4)  All property, real, personal and mixed, and all debts due on whatever
account, including promises to make capital contributions and subscriptions
for shares, and all other causes in action, and all and every other interest
of or belonging to or due to each of the constituent entities shall be vested
in the surviving entity or the new entity without further act or deed;
    (5)  The title to all real estate and any interest therein, vested in any
such constituent entity shall not revert or be in any way impaired by reason
of such merger or consolidation;
    (6)  The surviving entity or the new entity shall thenceforth be liable
for all liabilities and obligations of each of the constituent entities so
merged or consolidated, and any claim existing or action or proceeding pending
by or against any such constituent entity may be prosecuted as if such merger
or consolidation had not taken place, or the surviving entity or the new
entity may be substituted in the action;
    (7)  Neither the rights of creditors nor any liens on the property of any
constituent entity shall be impaired by the merger or consolidation;
    (8)  The interests in a limited liability company or shares or other
interests in a corporation that are to be converted or exchanged into
interests, shares or other securities, cash, obligations or other property
under the terms of the merger or consolidation agreement are so converted, and
the former holders thereof are entitled only to the rights provided in the
merger or consolidation agreement or the rights otherwise provided by law.