Successful execution of the deal and delivering the intended expected value depend on the agreed objectives being effectively and robustly documented in the Sale and Purchase agreement ('SPA').
A key part of this is making sure that the contractual calculation of the price works as intended, and addresses matters identified in due diligence. Whether this involves a locked box, completion accounts, an earn-out mechanism, or a hybrid of these, a significant amount of deal value could depend on the mechanism.