You are CEO of Successful Software, Inc. ("Successful"), a large publicly held corporation that is engaged in the software development business.Successful has been very financially successful and is looking to grow and expand.It desires to acquire Target Software Writers, Inc. ("Target"), a corporation that is closely held. There are three shareholders of Target, Michael Wewanta, William Our, Jack Money.

Target has few tangible assets located at a facility in Tennessee including office furniture fixtures and equipment, computers, and other tangible items have a relatively nominal value.Target employs 53 people engaged in its software development business and has also utilized the services of a number of outside independent contractors to develop its software products.In addition to the tangible assets, there are substantial intangible assets including intellectual property, licensing agreements, contracts and substantial goodwill.You have been in negotiations with Wewanta, Our and Money and they have decided to sell the business of Target to Successful.You and Wewanta, Our and Money have agreed that a total purchase price of $50,000,000 will be paid for this acquisition.It is intended that WeWanta, Our and Money will receive the $50,000,000 in cash and will not be shareholders of Successful or any surviving entity following the closing of the acquisition. It is anticipated that the definitive agreement will contain substantial warranties, representations, and indemnifications made by Wewanta, Our and Money with respect to the business of Target.Please discuss the way in which the risk for unknown liabilities can be addressed in this definitive agreement and the ways in which the parties can identify parameters or otherwise limit the risk allocation between Successful and Wewanta, Our and Money.