Assess whether management can run this without the founder after a TSA that

SITUATION In a family-office reviewing a manufacturing target, QoE add-backs the seller marked 'normalized' is the evidence after a TSA that expires before replacement systems exist. Working-capital true-up analyst has to pick Proceed or Reprice for this M&A Due Diligence People and Contracts close using QoE add-backs the seller marked 'normalized'.

DECISION Working-capital true-up analyst in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. QoE add-backs the seller marked 'normalized' reads as Proceed once a TSA that expires before replacement systems exist is lined up to the same M&A Due Diligence population. 2. QoE add-backs the seller marked 'normalized' 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 QoE add-backs the seller marked 'normalized' for working-capital true-up analyst in a family-office reviewing a manufacturing target. 4. QoE add-backs the seller marked 'normalized' is missing the fact working-capital true-up analyst needs after a TSA that expires before replacement systems exist; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to management can run this. 2. Name the document working-capital true-up analyst still needs before signing. 3. Test whether a TSA that expires before replacement systems exist is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence People and Contracts file, read QoE add-backs the seller marked 'normalized' against a TSA that expires before replacement systems exist and write the one fact that would move management can run this for working-capital true-up analyst.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (QoE add-backs the seller marked 'normalized' after a TSA that expires before replacement systems exist). Lead with the M&A Due Diligence option QoE add-backs the seller marked 'normalized' can support after a TSA that expires before replacement systems exist, then the two facts that force it, then the Monday action for working-capital true-up analyst in a family-office reviewing a manufacturing target.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on management can run this, then the evidence in QoE add-backs the seller marked 'normalized', then the action for working-capital true-up analyst - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - Regulatory or exam hook People and Contracts would cite - People and Contracts finding in QoE add-backs the seller marked 'normalized' that a second reviewer can re-perform