Assess whether the carve-out is operable on day one (a2d69f)

SITUATION A public acquirer facing HSR and sector regulators cannot treat IT diligence showing two ERPs and no chart of accounts map as incidental context on QoE add-backs the seller marked 'normalized'. Customer-contract risk reviewer must close the carve-out is operable from that extract under M&A Due Diligence / People and Contracts.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map.

HYPOTHESES TO TEST 1. Authorize Proceed now; QoE add-backs the seller marked 'normalized' already has the discriminator after IT diligence showing two ERPs and no chart of accounts map. 2. Keep Reprice in force until QoE add-backs the seller marked 'normalized' is completed after IT diligence showing two ERPs and no chart of accounts map for customer-contract risk reviewer. 3. Treat QoE add-backs the seller marked 'normalized' as Walk because both readings appear after IT diligence showing two ERPs and no chart of accounts map. 4. Refuse a M&A Due Diligence close: customer-contract risk reviewer does not have the decision the carve-out is operable turns on in QoE add-backs the seller marked 'normalized'.

ANALYSIS REQUIRED 1. Name the document customer-contract risk reviewer still needs before signing. 2. Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in QoE add-backs the seller marked 'normalized'. 4. For this M&A Due Diligence People and Contracts file, read QoE add-backs the seller marked 'normalized' against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move the carve-out is operable for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map). The follow-on People and Contracts action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in QoE add-backs the seller marked 'normalized', then the action for customer-contract risk reviewer - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - What changes the carve-out is operable if IT diligence showing two ERPs and no chart of accounts map is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others