Structuring Asset Transactions - In an asset purchase, will the buyer be able to avoid all liabilities that it doesn’t expressly agree to assume?

The general rule is yes, but there are three primary exceptions:

• Mere continuation (when the purchaser is basically the same company as the seller)
   
• A consolidation or merger of the buyer or seller—by law (de jure) or in fact (de facto)
   
• A fraudulent transaction through which the seller is avoiding its liabilities