How do uncertain tax positions and tax-due-diligence findings get reflected in the net-debt / price analysis?

Tax exposures that aren't routine current liabilities are typically treated as debt-like in the net-debt bridge, because they're pre-completion obligations the buyer would inherit and have to settle. These come from tax DD: uncertain tax positions (aggressive structuring, transfer-pricing risk, contested deductions), unprovided or under-provided tax liabilities, exposures in open audit years, and secondary liabilities from prior reorganizations. You'd quantify the exposure and the probability, and reflect it as a debt-like deduction (for probable/quantifiable amounts) while routine corporate tax payable stays in working capital. Where the exposure is contingent or hard to quantify, it shifts to the SPA as a specific tax indemnity or covenant (tax indemnities are standard, often separate from general warranties) and/or an escrow, rather than a price reduction. The interplay matters: FDD and tax DD must coordinate so an item isn't double-counted (in both EBITDA normalization and net debt) and so the right mechanism — price chip, debt-like, or indemnity — is chosen. Tax-asset items (usable NOLs/DTAs) are assessed separately for recoverability.