to bear any and all costs, expenses, responsibilities, burdens, damages, and the like, relating to matters inherent to sales effected (directly or indirectly) by OAM in the United States of America, pursuant to the laws and rules of that country.” 1 App. in Supp. of Defs. ’ and Intervenor’s Mot. for Summ. J. Exs. A.22 at Art. 4, ¶ D (May 17, 1993 Agreement among Fiat Auto, American Finance S.p.A., and OAM); and A.23 at Art. 4, ¶ D (English translation) (emphasis added). Maserati II and MNA assert that there must be a showing of intent by the purchasing company to assume the old corporation’s liabilities in whole or in part in order to show an implied assumption, and Majestic has not done so. They rely on Ladjevardian v. Laidlaw-Coggeshall, Inc., 431 F.Supp. 834, 839-40 (S.D.N.Y.1977) (<HOLDING>). Maserati II and MNA assert that the OAM-MAI
holding that seller carried insurance for benefit of buyer and held proceeds in trust for buyer when seller agreed to maintain insurance until possession date but bam burned before buyer took possession holding that conduct or representations relied upon by the party asserting liability must indicate an intention on the part of the buyer to pay the debts of the seller holding that an agreement on the one side to sell and on the other to buy does not constitute a conspiracy even if the buyer intends to resell the drugs so long as the buyer and seller do not have an agreement to further distribute the drugs holding that a seller could enforce an arbitration provision against a buyer even though only the buyer had signed the provision holding an arbitration clause contained in confirmations sent to buyer by seller was part of parties course of dealing and therefore part of the contract after buyer had repeated opportunities to object to the clause and had failed to do so