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Judgment & ambiguity · When to act

Two days before a deal signs, diligence surfaces a change-of-control clause in a material customer contract that arguably triggers on this transaction — but the language is ambiguous and the counterparty is friendly. Do you flag it now, wait, or resolve it quietly?

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I flag it now — a material contract that might terminate on close is exactly the kind of issue that gets exponentially more expensive after signing.

The full answer: structure, worked example, likely follow-up.

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