Vendor Take-Backs, Earn-Outs & Deal Financing
Many small-business deals don't close on cash alone. We structure and paper the vendor take-back notes, earn-outs, holdbacks, and bank financing that bridge the gap between price and cash — for buyers who need terms they can carry, and sellers who need the deferred money to actually get paid.
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How we help
Vendor take-back notes and security
We draft the promissory note, general security agreement, PPSA registration, and guarantees behind seller financing.
Postponements and bank financing
We negotiate the postponement and standstill terms the buyer's lender requires, and how the seller's remedies work around them.
Earn-out drafting
We define the metric, the accounting rules, the buyer's operating commitments, and audit rights so an earn-out is measurable and less likely to end in a dispute.
Holdbacks and escrow
We set how much of the price is held back, for which claims, and when it is released.
Closing price adjustments
We draft the inventory, prepaid, and working-capital adjustments that keep the price tied to the business you actually receive.
Default, acceleration and step-in rights
We build in what happens if payments stop, so the seller isn't left with an unsecured promise.
When you need this
- A buyer has offered to pay part of the price over time
- You're buying and your bank will only finance part of the price
- A buyer has proposed an earn-out and you want to know whether it will ever pay
- The buyer's lender has asked the seller to sign a postponement
Frequently asked questions
What does vendor take-backs, earn-outs & deal financing involve?
Many small-business deals don't close on cash alone. We structure and paper the vendor take-back notes, earn-outs, holdbacks, and bank financing that bridge the gap between price and cash — for buyers who need terms they can carry, and sellers who need the deferred money to actually get paid.
What services does Lamba Law offer for vendor take-backs, earn-outs & deal financing?
Vendor take-back notes and security. Postponements and bank financing. Earn-out drafting. Holdbacks and escrow. Closing price adjustments. Default, acceleration and step-in rights.
How much does vendor take-backs, earn-outs & deal financing cost?
Lamba Law offers transparent, competitive pricing. Contact us for a free consultation to discuss your specific needs and receive a clear quote with no hidden fees.