Assess whether the carve-out is operable on day one after a TSA that expires

SITUATION A PE platform evaluating a founder-led SaaS add-on cannot treat a TSA that expires before replacement systems exist as incidental context on earnout metric definitions that invite dispute. Integration-risk PMO must close the carve-out is operable from that extract under M&A Due Diligence / People and Contracts.

DECISION Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. Earnout metric definitions that invite dispute reads as Proceed once a TSA that expires before replacement systems exist is lined up to the same M&A Due Diligence population. 2. Earnout metric definitions that invite dispute is closer to Reprice after a TSA that expires before replacement systems exist; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in earnout metric definitions that invite dispute for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on. 4. Earnout metric definitions that invite dispute is missing the fact integration-risk PMO needs after a TSA that expires before replacement systems exist; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in earnout metric definitions that invite dispute to the carve-out is operable. 3. Name the document integration-risk PMO still needs before signing. 4. For this M&A Due Diligence People and Contracts file, read earnout metric definitions that invite dispute against a TSA that expires before replacement systems exist 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 (earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist). If earnout metric definitions that invite dispute cannot force a M&A Due Diligence label under People and Contracts, stop. If earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist cannot support Proceed versus Reprice on this M&A Due Diligence People and Contracts close, integration-risk PMO must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in earnout metric definitions that invite dispute, then the action for integration-risk PMO - Hypothesis scorecard against earnout metric definitions that invite dispute: supported / rejected / untestable - People and Contracts finding in earnout metric definitions that invite dispute that a second reviewer can re-perform - Missing page in earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist, if any