{"ok":true,"canonical_url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-terminates-the-purchase-agreement-mid-process","api_url":"https://dealroom.so/api/public/questions/what-happens-if-the-seller-terminates-the-purchase-agreement-mid-process","question":"What happens if the seller terminates the purchase agreement mid-process?","topic":"What kills approval","audience":"borrower","bot_mode":"buyer","short_answer":"If the seller withdraws from the sale agreement during the SBA loan underwriting process, the deal will typically fall apart, and the loan application will be withdrawn.","rule":"An SBA loan is specific to a particular transaction and business acquisition. If the underlying purchase agreement is terminated by the seller, there is no longer a transaction to finance, and the loan cannot proceed. Any fees paid may be non-refundable.","example":"A buyer has a commitment letter for an SBA loan, but the seller receives a higher offer and terminates their agreement. The buyer's SBA loan application would then be canceled, and they would need to start a new application for a different business.","what_lenders_check":"Lenders understand that deals can fall through. They will cease processing the application upon notification of the terminated purchase agreement, often retaining any non-refundable fees for their work performed.","required_facts":["Seller withdrawal","Purchase agreement","Loan termination","Non-refundable fees","Transaction failure"],"source_families":["SOP 50 10 - Lender and Development Company Loan Programs","13 CFR Part 120 - Business Loans"],"official_sources":[{"title":"SOP 50 10 - Lender and Development Company Loan Programs","url":"https://www.sba.gov/sites/default/files/2025-05/SOP%2050%2010%208%20Technical%20Updates%20effective%206.1.2025.docx"},{"title":"13 CFR Part 120 - Business Loans","url":"https://www.ecfr.gov/current/title-13/chapter-I/part-120"}],"related_questions":[{"question":"What if the business I'm acquiring has poor historical cash flow or declining revenues for the last two years?","url":"https://dealroom.so/sba-7a/questions/what-if-the-business-i-m-acquiring-has-poor-historical-cash-flow-or-declining-revenues-for"},{"question":"Can a high customer concentration (e.g., one customer is 50% of revenue) jeopardize my SBA 7(a) loan approval?","url":"https://dealroom.so/sba-7a/questions/can-a-high-customer-concentration-e-g-one-customer-is-50-of-revenue-jeopardize-my-sba-7-a-"},{"question":"What common issues can cause an SBA 7(a) loan application to be denied?","url":"https://dealroom.so/sba-7a/questions/what-common-issues-can-cause-an-sba-7-a-loan-application-to-be-denied"},{"question":"Can an SBA 7(a) loan be used to purchase a business that is currently unprofitable?","url":"https://dealroom.so/sba-7a/questions/can-an-sba-7-a-loan-be-used-to-purchase-a-business-that-is-currently-unprofitable"},{"question":"What happens if the acquired business declines significantly during the loan underwriting period?","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-acquired-business-declines-significantly-during-the-loan-underwriting-"},{"question":"What if the business I'm buying has existing tax liens or other government debts?","url":"https://dealroom.so/sba-7a/questions/what-if-the-business-i-m-buying-has-existing-tax-liens-or-other-government-debts"}],"related_terms":[{"term":"Credit approval process","url":"https://dealroom.so/glossary/credit-approval-process"},{"term":"Purchase agreement","url":"https://dealroom.so/glossary/purchase-agreement"},{"term":"Stock purchase agreement","url":"https://dealroom.so/glossary/stock-purchase-agreement"},{"term":"Seller Consulting Agreement","url":"https://dealroom.so/glossary/seller-consulting-agreement"},{"term":"Seller standby agreement","url":"https://dealroom.so/glossary/seller-standby-agreement"},{"term":"Indemnification from the Seller","url":"https://dealroom.so/glossary/indemnification-from-the-seller"}],"related_tools":[{"name":"SBA 7(a) payment & fee calculator","url":"https://dealroom.so/sba-7a/calculator"},{"name":"Find an active SBA 7(a) lender","url":"https://dealroom.so/lenders"}],"data_freshness":{"last_reviewed":"2026-06-13","sba_rule_sources_checked_through":"2026-06-13"},"citation":{"label":"DealRoom.so SBA 7(a) Q&A","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-terminates-the-purchase-agreement-mid-process","source_type":"DealRoom Q&A"},"caveats":["Grounded in the current SBA rulebook; verify against official sources before relying on it for a live deal.","Not legal, tax, or financial advice and not an approval decision."]}