Summarize how to negotiate the acquisition of Intellectual Property and Financial Liabilities, Human Capital, Price and Consideration Issues, and Escrow Issues. Are you satisfied that KP&Ts operation of its business does not infringe, misappropriate, or violate any other parties patents or other IP rights? Can you verify that no other party is infringing, misappropriating, or violating KP&Ts IP rights? Can you confirm there is no litigation and there are no claims covering any of the above that is pending or threatened, or that could be reasonably expected to be brought following the closing? Can this portion of the negotiation be settled? For financial liabilities, KP&T wants to exclude any items that result in obligations or liabilities below a specified dollar threshold set forth in the agreement. Will you agree to this? Explain. What are the terms of any new employment agreements with key management of KP&T? If there will be termination of employment of some of KP&Ts employees at or shortly following the closing, KPT&T is demanding that your company bears the severance costs. Will you agree to that? You argue that your company should get the business with a normalized working capital. KP&T is arguing that if there is a working capital adjustment clause, the target working capital should be low or zero. How do you resolve this disagreement? Will you negotiate an escrow or holdback of a portion of the purchase price to protect your company from losses due to potential breaches of the sellers representations? Explain.