What is waiting for Henrik
Purchase agreement version 9 3 changes awaiting a client decision Indemnity cap waiting 8 days
Every material change in the purchase agreement for Solenne's acquisition of Corran Mill Bakery, paired with the version it came from and Henrik Dahlberg's decision on it, so the indemnity cap is decided and no rejected language comes back unseen. Prepared by the deal paralegal at Ashcombe Varley LLP after each version, for Henrik Dahlberg, chief financial officer at Solenne Foods. Imogen Varley, partner, decides the drafting position and which options reach Henrik. Henrik decides the business points. Status on Monday, September 28, 2026; issued Thursday, October 1, 2026.
Version 9 tracks 27 material changes. Twenty-one are accepted, 3 are rejected and 3 await a decision from Henrik. The oldest of the three is the indemnity cap, which has waited 8 days.
Three changes awaiting a decision
All three are tracked on purchase agreement version 9, come from seller counsel's comments and are due for decision by Oct 7 so they can go into version 10.
| Change | Status | Owner | Raised | Days open | Next step |
|---|---|---|---|---|---|
| Indemnity cap | Awaiting client decision | Philomena Trevelyan | Sep 20 | 8 | Record Henrik's decision on the cap by Oct 7 for version 10 |
| Escrow release timing | Awaiting client decision | Philomena Trevelyan | Sep 23 | 5 | Record Henrik's decision by Oct 7 for version 10 |
| Working capital adjustment collar | Awaiting client decision | Philomena Trevelyan | Sep 25 | 3 | Record Henrik's decision by Oct 7 for version 10 |
How the versions have moved
Each bar is one version of the purchase agreement, from version 4 to version 9, split by what happened to its changes. Versions 5 and 6 carry the most changes, and all 3 rejections sit in those two versions.
Version 6
6 changes 4 accepted, 2 rejected
Two changes were rejected on version 6. The rejected language stays marked as rejected on version 6 in the register, with the instruction that rejected it, so a later draft can be checked against it.
Version 8
4 changes 3 accepted, 1 awaiting
The indemnity cap was raised in the version 8 round and is tracked on version 9 with the seller counsel comments. It is still open. A draft of version 8 also carried language that version 6 had rejected. It was caught before the draft went to the seller.
Version 9
4 changes 2 accepted, 2 awaiting
The two changes awaiting a decision on version 9 are the escrow release timing and the working capital adjustment collar. Both were raised on version 9, from seller counsel's comments.
Where the changes fall
Each cell counts the changes raised on that version in that clause area, 27 in all. Indemnity and escrow is the busiest area, and the heaviest single cells are indemnity and escrow on version 5 and conditions to closing on version 6.
Decision states
- Change proposed
- A change appears in a draft, seller comments or a call. It gets a register entry with the source version.
- Lawyer reviewed
- Imogen Varley has set the drafting position and rationale. Nothing reaches Henrik before this step.
- Client decision requested
- Henrik has the options and the date by which he must decide. The register shows how many days the request has waited.
- Accepted or rejected
- Henrik has decided, and the decision is recorded against the exact draft version. A rejection stays marked on the version where it was made.
- Incorporated
- The accepted language is in the next version, and the register records which one.
"A rejected clause stays rejected on the version where it was rejected. If the business wants it back, that is a new decision, and it gets a new entry."
Imogen Varley, Partner, Ashcombe Varley LLP
Fee estimates for added scope
These requests sit outside the fixed fee. Each one is decided by Henrik before specialist time is committed. The specialist request and fee note covers them in full.
| Request | Status | Estimate | Next step |
|---|---|---|---|
| Employment counsel review | Approved | $6,500 | Track the specialist's time against the estimate |
| Trademark assignment review | Approved | $3,800 | Track the review against the estimate |
| Environmental questions on one site | Declined | No estimate prepared | Keep the decision on the matter record |
| Transition services agreement | Awaiting client decision | $4,200 | Get Henrik to approve the estimate by Oct 8 |
Releasing version 10
- Version 9 comments logged
- Drafting positions set by Imogen Varley
- Henrik decides the three changes by Oct 7
- Version 10 drafted with accepted language
- Checked against every rejected entry
- Imogen Varley releases version 10 to the seller
Who decides what
- Henrik DahlbergChief financial officer, Solenne Foods, decides the business points
- Imogen VarleyPartner, Ashcombe Varley LLP, sets the drafting position and releases each version
- Philomena TrevelyanSenior associate, Ashcombe Varley LLP, owns the changes in the register