Section 21-534 - Application of section 21-523 after merger(a) A creditor's right that existed under section 21-523 immediately before a merger under section 21-530 may be enforced after the merger in accordance with the following rules:(1) A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.(2) A creditor's right that existed immediately before the merger against a nonsurviving company:(A) may be asserted against an asset of the nonsurviving company which vested in the surviving company as a result of the merger; and(B) does not otherwise change.(3) Subject to subsection (b) of this section, the following rules apply:(A) In addition to the remedy stated in subdivision (a)(1) of this section, a creditor with a right under section 21-523 which existed immediately before the merger against a nonsurviving company or a relocated protected series may assert the right against:(i) an asset of the surviving company, other than an asset of the nonsurviving company which vested in the surviving company as a result of the merger;(ii) an asset of a continuing protected series; or(iii) an asset of a protected series established by the surviving company as a result of the merger;(iv) if the creditor's right was against an asset of the nonsurviving company, an asset of a relocated series; or(v) if the creditor's right was against an asset of a relocated protected series, an asset of another relocated protected series.(B) In addition to the remedy stated in subdivision (a)(2) of this section, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against: (i) an asset of a relocated protected series; or(ii) an asset of a nonsurviving company which vested in the surviving company as a result of the merger.(b) For the purposes of subdivision (a)(3) of this section and subdivisions (b)(1)(A), (b)(2)(A), and (b)(3)(A) of section 21-523, the incurrence date is deemed to be the date on which the merger becomes effective.(c) A merger under section 21-530 does not affect the manner in which section 21-523 applies to a liability incurred after the merger.Neb. Rev. Stat. §§ 21-534
Laws 2018, LB 1121, § 35; Laws 2019, LB 78, § 18.Amended by Laws 2019, LB 78,§ 18, eff. 9/1/2019, op. 1/1/2021.Added by Laws 2018, LB 1121,§ 35, eff. 1/1/2021.