Experience share re a large seller note and offsets

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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.
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Reply by a professional
from University of Notre Dame in New York, NY, USA
A mix of defined procedures and a capped offset of seller note principal (ie, max 50% of principal can be offset) is usually a good approach to get the seller comfortable.
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Reply by a searcher
from College of William and Mary in Alexandria, VA, USA
Following. I went down this road, though the deal is now on hold, partially due to concerns about seller financing.
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