N.Y. Partnership Law § 121-1104

§ 121-1104. Effect of merger or consolidation. When such merger or\nconsolidation has been effected:\n (a) all the property, real and personal, tangible and intangible, of\neach constituent limited partnership shall vest in the surviving or\nresulting limited partnership;\n (b) to the extent provided in the plan of merger or consolidation, the\npartners of each constituent limited partnership shall continue or\nbecome partners in the surviving or resulting limited partnership with\nsuch interest as the agreement of merger or consolidation shall provide;\n (c) the surviving or resulting limited partnership shall be liable for\nall debts, obligations, liabilities and penalties of each constituent\nlimited partnership as though each such debt, obligation, liability or\npenalty had been originally incurred by such surviving or resulting\nlimited partnership; and\n (d) no action, suit or proceeding, civil or criminal, then pending by\nor against any such constituent limited partnership in its common name\nshall abate or be discontinued by reason of such merger or\nconsolidation, but may be prosecuted by or proceed against such\nsurviving or resulting limited partnership.\n