Legal Due Diligence · glossary
A way of fixing the price from accounts at a past date, the locked box date, which was 31 December 2025 on Sunrise. No value may leave the target after that date without the buyer's agreement. Tax from before it is the seller's. Chapter 9 · Chapter 11
Explained in Chapter 9, People and Incentives, of Legal Due Diligence.
The main page for this term is Locked box, in M&A Foundations.
A known, measured cost like this belongs in the price, not in the warranties. Sunrise was a locked box deal: the price is fixed from accounts at a past date, and no value may leave the Target after that date without the buyer's agreement. Atlas allowed for the bonuses in its price. The SPA lists them as permitted leakage, value the buyer agrees in advance may leave, in its permitted leakage schedule.Read Chapter 9, People and Incentives →
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