Looks like very poor DD
... the key thing when buying a SaaS business and conducting DD, is to look at the *quality* of the revenue, the recurring nature, the amounts which are not recurring. I think this seems to be (but obviously I have not read the mountains of legalese) a case of insufficiently thorough DD... the seller in a deal is expected to be 'coy'... the buyer therefore hires massive teams of expensive accountants and lawyers to look into this. Looks to me like HP were keen to announce to a fixed deadline, so took some expensive shortcuts. Caveat emptor and all that.