{"ok":true,"canonical_url":"https://dealroom.so/glossary/seller-holdback","api_url":"https://dealroom.so/api/public/glossary/seller-holdback","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"seller-holdback","term":"Seller Holdback","group":"Doing the deal","definition":"A portion of the purchase price held in escrow for a period after closing to ensure the seller meets certain conditions, such as indemnifying the buyer against undisclosed liabilities. It protects you from post-closing surprises.","what_it_means":"A seller holdback is a critical tool for managing risk, especially when there are uncertainties about the business's financials or specific post-closing obligations. Negotiate clear terms for the holdback, including triggers for release or forfeiture, to protect your investment. The SBA allows holdbacks, but the specific structure must comply with their rules on payments.","url":"https://dealroom.so/glossary/seller-holdback","official_sources":[{"slug":"sop-50-10","title":"SOP 50 10 — Lender and Development Company Loan Programs","official_url":"https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs","official_label":"View on SBA.gov","authority_tier":2,"publisher":"U.S. Small Business Administration","source_guide_url":"https://dealroom.so/sba-7a/sources/sop-50-10"}],"related":[{"slug":"escrow-holdback","term":"Escrow / holdback","url":"https://dealroom.so/glossary/escrow-holdback"},{"slug":"earnout","term":"Earnout","url":"https://dealroom.so/glossary/earnout"},{"slug":"due-diligence","term":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"slug":"seller-note","term":"Seller note","url":"https://dealroom.so/glossary/seller-note"}],"related_questions":[{"question":"What happens if the seller requires a \"holdback\" of a portion of the purchase price after closing?","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-requires-a-holdback-of-a-portion-of-the-purchase-price-after-cl"},{"question":"How does the SBA view a 'holdback' amount from the seller as part of the acquisition agreement?","url":"https://dealroom.so/sba-7a/questions/how-does-the-sba-view-a-holdback-amount-from-the-seller-as-part-of-the-acquisition-agreeme"},{"question":"If a seller note is on full standby, when can the seller start receiving principal payments?","url":"https://dealroom.so/sba-7a/questions/if-a-seller-note-is-on-full-standby-when-can-the-seller-start-receiving-principal-payments"},{"question":"Can a seller's post-closing consulting agreement influence the standby status of their seller note?","url":"https://dealroom.so/sba-7a/questions/can-a-seller-s-post-closing-consulting-agreement-influence-the-standby-status-of-their-sel"},{"question":"Can the seller's post-closing consulting agreement influence the standby status of their seller note?","url":"https://dealroom.so/sba-7a/questions/can-the-seller-s-post-closing-consulting-agreement-influence-the-standby-status-of-their-s"},{"question":"Can the seller receive interest payments on a fully subordinated seller note during the SBA loan term?","url":"https://dealroom.so/sba-7a/questions/can-the-seller-receive-interest-payments-on-a-fully-subordinated-seller-note-during-the-sb"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Seller Holdback","url":"https://dealroom.so/glossary/seller-holdback","source_type":"DealRoom Data"}}