The subject 1970 agreement, by its terms, is governed by and to be construed in accordance with New York law, and involved the purchase of all of Kewanee's assets. With respect to the assumption of liabilities, it provides, insofar as pertinent: "Buyer does hereby assume and agree to pay, perform and discharge, and to indemnify Seller with respect to, all obligations, liabilities, debts and commitments (fixed or contingent), connected with or attributable to Kewanee, existing...
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