Thoughts on personal guaranteed seller note?

Yes, I agree with the previous comments. However, from the Seller's perspective, we like to provide for set-off rights in the documentation, because, theoretically, you could have concurrent indemnification or other monetary claims against the seller for breaches of the acquisition agreement, but without a right to set them up, the guaranteed note obligations may be much more quickly litigated and enforced than breach claims in the APA, resulting in the buyer providing more capital to the seller to fight the underlying claims. Setoff rights would allow a dollar amount to be setoff against an amount due under the note, by virtue of the Buyer's claims against the Seller. At a minimum, if you can get an accelerated resolution of the Buyer's claims, through mediated settlement or binding arbitration, and have the Seller's note payments stayed until all claims are liquidated, it will allow for a final financial resolution that is less one-sided.

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