{
  "title": "Deal Structures That Protect Sellers After Closing: Terms to Ask For",
  "url": "https://acquisitions.com/blog/deal-terms-that-protect-sellers-after-closing/",
  "author": "Moran Pober",
  "publisher": "Acquisitions.com",
  "published": "2026-10-27",
  "updated": "2026-10-27",
  "section": "Selling a business",
  "keyword": "deal structures that protect sellers",
  "short_answer": "The best protection is more of the price paid in cash at closing. For the rest, secure any seller note with a lien and a personal guarantee, define earn-outs tightly, keep escrows small and short, cap your indemnity, and get exit rights on any equity you roll over.",
  "facts": {
    "Cash at closing": [
      "Closing day",
      "Nothing",
      "Lowest"
    ],
    "Escrow or holdback": [
      "Months later",
      "No valid claims against you",
      "Low to medium"
    ],
    "Seller note": [
      "Over several years",
      "The buyer paying on time",
      "Medium"
    ],
    "Rollover equity": [
      "When the business is sold again",
      "The buyer growing it and selling it",
      "Medium to high"
    ],
    "Earn-out": [
      "One to three years later",
      "Hitting targets you may not control",
      "Highest"
    ]
  },
  "sources": [
    "https://www.srsacquiom.com/our-insights/ma-earnout-milestone-trends/",
    "https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs"
  ],
  "license": "Facts may be quoted with attribution to Acquisitions.com and a link to the url above."
}