Assess whether working capital should be a walk-away (84b41a)

SITUATION Customer concentration and termination-for-convenience clauses arrived with a TSA that expires before replacement systems exist for IP diligence counsel's financial counterpart. That is a M&A Due Diligence People and Contracts decision on working capital should be in a cross-border deal with earnout-heavy structure.

DECISION IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. IP diligence counsel's financial counterpart can defend Proceed from customer concentration and termination-for-convenience clauses after a TSA that expires before replacement systems exist in a M&A Due Diligence challenge. 2. IP diligence counsel's financial counterpart cannot defend Proceed from customer concentration and termination-for-convenience clauses; Reprice is what the extract actually supports after a TSA that expires before replacement systems exist. 3. A TSA that expires before replacement systems exist never reached the population in customer concentration and termination-for-convenience clauses — reopen intake, do not close working capital should be. 4. Two facts in customer concentration and termination-for-convenience clauses after a TSA that expires before replacement systems exist conflict for IP diligence counsel's financial counterpart; hold this People and Contracts file.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in customer concentration and termination-for-convenience clauses. 2. Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in customer concentration and termination-for-convenience clauses to working capital should be. 4. For this M&A Due Diligence People and Contracts file, read customer concentration and termination-for-convenience clauses against a TSA that expires before replacement systems exist and write the one fact that would move working capital should be for IP diligence counsel's financial counterpart.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (customer concentration and termination-for-convenience clauses after a TSA that expires before replacement systems exist). Lead with the M&A Due Diligence option customer concentration and termination-for-convenience clauses can support after a TSA that expires before replacement systems exist, then the two facts that force it, then the Monday action for IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure.