Thank you; under California Corporate Code 1107a, the successor is typically liable for prior obligations absent an agreement to the contrary; please see here
That is also discussed in Ray v. Alad, 19 Cal 3d 22 here
So it would come down to the agreement addressing the purchase of the LLC as to which entity is liable.
If a seller retains liability by not addressing it in the LLC sale agreement the seller can be liable.
If the service provider is in breach of the contract by failing to perform or by negligently performing that can be asserted as an affirmative defense; it must be asserted in the answer or it is deemed waived.
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