Assess whether the carve-out is operable on day one (81a485)

SITUATION After an earnout based on 'adjusted EBITDA' with no dictionary, related-party revenue that disappears at close is what integration-risk PMO can touch in a PE platform evaluating a founder-led SaaS add-on. M&A Due Diligence will live with Proceed versus Reprice on this People and Contracts file.

DECISION Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using related-party revenue that disappears at close after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Related-party revenue that disappears at close reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population. 2. Related-party revenue that disappears at close is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in related-party revenue that disappears at close for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on. 4. Related-party revenue that disappears at close is missing the fact integration-risk PMO needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in related-party revenue that disappears at close. 3. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 4. For this M&A Due Diligence People and Contracts file, read related-party revenue that disappears at close against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move the carve-out is operable for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (related-party revenue that disappears at close after an earnout based on 'adjusted EBITDA' with no dictionary). Lead with the M&A Due Diligence option related-party revenue that disappears at close can support after an earnout based on 'adjusted EBITDA' with no dictionary, then the two facts that force it, then the Monday action for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in related-party revenue that disappears at close, then the action for integration-risk PMO - Hypothesis scorecard against related-party revenue that disappears at close: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on