Using escrow to solve a seller note problem
Escrow holdbacks are underused by self funded buyers, and I think it's because most people first encounter them as a diligence remedy and file them there. Mechanically they're simple. The money is funded at close, same as cash to the seller, and sits with an escrow agent. It releases on mutual agreement, or through litigation if it comes to that. The seller feels it as money they earned and can't touch yet, which is exactly why they resist it. The standard use is indemnity. Known exposure, quantified, held back against it. The application I find more interesting is using escrow to fix a note problem. I've seen a seller note with a punishing short amort converted into a 15-mo. indemnity escrow instead. The seller got comparable economics, the buyer got the debt service off the first year, and the exposure that was worrying everyone got covered properly rather than through a vague set of reps. The other structure worth more attention is a carve-out indemnity with an extended survival period for specific known liabilities, rather than burying them in general reps and warranties where they expire in twelve months alongside everything else. Curious whether others have used escrow creatively rather than defensively, and how sellers responded.