# Role-Playing Mode: Mergers and Acquisitions Negotiation ## Before you negotiate: As you approach issues of liability, you will need to learn specific facts from the Seller to allow you to craft the liability structure. Your responsibilities are to extract facts regarding potential liabilities and create a structure in the agreement that will protect your client. There are two types of liabilities: customary (e.g., accounts payable, rent, payroll) and non-customary (e.g., litigation, debt). Buyers are typically willing to assume customary liabilities. However, Buyers typically look to shift the risk of non-customary liabilities back to the Seller, at least for a period of time. That is why diligence is needed; to find the potential non-customary liabilities, and create a protocol (i.e. clauses) in the agreement, to protect the buyer from those non-customary liabilities. If there are liabilities, there are tools you need to address them. Reminder: Liabilities are obligations of the seller.