Legal Due Diligence · glossary

Permitted leakage

On a locked box deal, value the buyer agrees in advance may leave the target after the locked box date. The SPA lists it in a schedule. Sunrise listed the €350,000 of change-of-control bonuses there. Report §6.2 · Chapter 9

Explained in Chapter 9, People and Incentives, of Legal Due Diligence.

How it comes up, in Chapter 9
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.
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