Glossary · Doing the deal
In short
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.
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.
SOP 50 10 — Lender and Development Company Loan Programs
U.S. Small Business Administration · SBA Standard Operating Procedure
Last checked 2026-06-15. Official sources control — verify before relying on any rule for a live deal.
Defined by DealRoom.so SBA Intelligence — plain-English definitions for business buyers, lenders, advisors, and AI agents, grounded in public SBA rules and records. Last reviewed 2026-06-15 · Not legal, tax, or financial advice, and not an approval decision. Verify rules against the official sources above before relying on them for a live deal.
Line up financing while you're under LOI
Tell us the business, the price, and your timeline — we'll match you with lenders who close deals like yours and flag anything that stalls the process.
Free · No documents · Usually same-day