Okla. Stat. tit. 54, § 54-1-906

Effect of Merger. (a) When a merger takes effect:

(1) the separate existence of every partnership or limited

partnership that is a party to the merger, other than the surviving

entity, ceases;

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(2) all property owned by each of the merged partnerships or

limited partnerships vests in the surviving entity;

(3) all obligations of every partnership or limited partnership

that is a party to the merger become the obligations of the

surviving entity; and

(4) an action or proceeding pending against a partnership or

limited partnership that is a party to the merger may be continued

as if the merger had not occurred, or the surviving entity may be

substituted as a party to the action or proceeding.

(b) The Secretary of State of this state is the agent for

service of process in an action or proceeding against a surviving

foreign partnership or limited partnership to enforce an obligation

of a domestic partnership or limited partnership that is a party to

a merger. The surviving entity shall promptly notify the Secretary

of State of the mailing address of its chief executive office and of

any change of address. Upon receipt of process, the Secretary of

State shall mail a copy of the process to the surviving foreign

partnership or limited partnership.

(c) A partner of the surviving partnership or limited

partnership is liable for:

(1) all obligations of a party to the merger for which the

partner was personally liable before the merger;

(2) all other obligations of the surviving entity incurred

before the merger by a party to the merger, but those obligations

may be satisfied only out of property of the entity; and

(3) except as otherwise provided in Section 18 of this act, all

obligations of the surviving entity incurred after the merger takes

effect, but those obligations may be satisfied only out of property

of the entity if the partner is a limited partner.

(d) If the obligations incurred before the merger by a party to

the merger are not satisfied out of the property of the surviving

partnership or limited partnership, the general partners of that

party immediately before the effective date of the merger shall

contribute the amount necessary to satisfy that party's obligations

to the surviving entity, in the manner provided in Section 46 of

this act or in the Oklahoma Revised Uniform Limited Partnership Act,

Section 301 et seq. of Title 54 of the Oklahoma Statutes, of the

jurisdiction in which the party was formed, as the case may be, as

if the merged party were dissolved.

(e) A partner of a party to a merger who does not become a

partner of the surviving partnership or limited partnership is

dissociated from the entity, of which that partner was a partner, as

of the date the merger takes effect. The surviving entity shall

cause the partner's interest in the entity to be purchased under

Section 35 of this act or another statute specifically applicable to

that partner's interest with respect to a merger. The surviving

entity is bound under Section 36 of this act by an act of a general

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partner dissociated under this subsection, and the partner is liable

under Section 37 of this act for transactions entered into by the

surviving entity after the merger takes effect.