Johnston v. Amsted Industries, Inc[/I]., 830 P.2d 1141 (Colo.App. 1992)]Under traditional corporate law, the liability of a successor entity depends on the nature of the transaction which gives rise to the change of ownership. Generally, a corporation that purchases the assets of another corporation is not liable for the debts and liabilities of the seller unless:
(1) the purchaser expressly or impliedly agrees to assume such debts; (2) the transaction amounts to a consolidation or merger of the seller and purchaser; (3) the purchasing corporation is merely a continuation of the selling corporation; or (4) the transaction is entered into fraudulently in order to escape liability for such debts.
Ruiz v. ExCello Corp., 653 P.2d 415 (Colo. App.1982).