Experience share re a large seller note and offsets
April 08, 2026
by a searcher from Columbia University in Miami, FL, USA
Hi all,
Working on a deal with a very substantial seller note. The seller is uncomfortable with broad or unilateral rights for offsets to that seller note. The request is that if the offset is included, it needs to be clearly defined, capped, and subject to a resolution process. Has anyone done deals with sizable seller notes (as a % of TEV) with any of those offset approaches? Curious especially if anyone has added a fast expert determination process to their docs - 30 days and quick - instead of the JAMS/AAA arbitration thing which is not so quick in my experience.