Under LOI on a small business acquisition (asset purchase), and diligence uncovered something unexpected. A few years ago, the seller made two large payments. When I asked, he said that after leaving his previous employer, he took some customers with him. Years later, he voluntarily paid his former employer an amount roughly equal to half the revenue from those customers because he felt guilty. I appreciate the honesty, but I'm wondering about the legal implications. Since this is an asset purchase through a new entity, with reps, warranties, and indemnification, could the former employer still pursue the buyer or the new company? What additional protections or diligence would you recommend beyond standard indemnities? I'll be discussing this with my attorney, but I'd appreciate hearing from anyone who's dealt with a similar situation.