Many sellers assume restrictions begin after closing. In reality, some of the most consequential obligations begin before the deal is finished — often immediately after signing.

Understanding interim operating covenants and post-closing restrictive covenants is critical not just to compliance, but to preserving deal momentum and avoiding unforced problems.

This post explains how interim operating covenants and post-closing restrictions limit seller actions before and after closing, and why non-competes are a fundamental part of business sales.

Interim Operating Covenants: Preserving the Deal You Agreed to Sell

Between signing and closing, sellers are typically required to operate the business in the ordinary course.

That usually means no significant actions without buyer consent, including:

• hiring or firing key employees
• changing compensation or benefits
• incurring new debt
• entering material contracts
• paying dividends or distributions
• making unusual capital expenditures

The purpose isn’t to micromanage the seller. It’s to ensure that the business delivered at closing resembles the business the buyer agreed to buy.

Why “Ordinary Course” Is Narrower Than Sellers Expect

Sellers often assume “ordinary course” means continuing to run the business using their best judgment.

In practice, it’s more restrictive than that. Actions that feel reasonable to an owner — accelerating hiring, adjusting pricing, making strategic investments, or responding aggressively to competitive pressure — may fall outside what the buyer considers ordinary.

Violating interim covenants rarely kills deals outright, but it can often:

• delay closing
• trigger renegotiation of price or other deal terms
• undermine trust, or
• create closing conditions that are harder to satisfy.

Post-Closing Non-Competes Are Generally Not Optional

After closing, sellers are almost always required to agree to non-compete and non-solicitation restrictions.

This surprises some sellers, but from the buyer’s perspective, it’s essential.

When a buyer acquires a business, it is not just buying assets or contracts — it is buying goodwill. That goodwill is inseparable from the seller’s relationships, reputation, and know-how. Without a non-compete, the buyer risks paying for a business only to compete against its former owner the next day.

For that reason, non-competes are a fundamental feature of business sales, not an aggressive add-on.

 What Non-Competes and Non-Solicits Typically Restrict

Post-closing restrictions commonly prohibit sellers from:

• competing with the business
• soliciting customers
• soliciting employees

These provisions must be reasonable in:

• scope
• geography
• duration

Overly aggressive restrictions can be unenforceable — but even unenforceable provisions can be disruptive if they aren’t addressed early and clearly.

Where Sellers Commonly Get Caught Off Guard

Problems tend to arise when sellers:

• delay thinking about post-closing plans
• underestimate how broadly “competition” is defined
• assume carve-outs are automatic
• overlook passive investment or consulting restrictions
• negotiate these terms late, when leverage is limited

By the time these provisions are fully understood, they are often difficult to meaningfully revise.

How These Provisions Fit Together

Interim covenants and post-closing restrictions are connected.

Interim covenants preserve the value of the business up to closing.

Non-competes and non-solicits protect that value afterward.

Together, they ensure the buyer receives — and retains — what it paid for.

Seller financing is especially common in smaller business sales, where deals are often constrained by lender requirements, deal size, and the buyer’s capital structure.

But seller financing doesn’t just defer payment. It fundamentally changes the seller’s role in the transaction.

When a seller carries a note, the seller stops being only a seller and becomes a lender.

That shift carries risks many business owners underestimate.

This post explains how seller financing works in small and mid-market business sales, why it creates credit risk for sellers, and how it interacts with other common deal terms.

What Is Seller Financing?

Seller financing typically takes the form of a seller note: a portion of the purchase price is paid over time, with interest, under a promissory note.

It may:

• amortize over a fixed term
• include a balloon payment
• be subordinated to senior bank debt
• be secured or unsecured
• On paper, it often looks straightforward. In practice, it introduces a very different risk profile.

Why Seller Financing Is More Common in Smaller Deals

Seller financing is far more common in smaller transactions than in larger middle-market deals.

In part, that reflects market reality. Smaller deals often involve first-time buyers, limited access to conventional financing, and tighter capital structures. Seller notes are frequently used to bridge gaps that institutional lenders won’t fill.

Historically, SBA lending rules also reinforced this pattern by requiring meaningful buyer equity contributions, which sellers often helped satisfy through seller notes. While recent changes to SBA rules have made seller financing less attractive in some cases, it remains a common feature of small business transactions.

The prevalence of seller financing in smaller deals, however, should not be mistaken for safety. Its frequency reflects financing constraints — not reduced risk for sellers.

Seller Financing Is Credit Risk — Not Performance Risk

Unlike earnouts, which depend on how the business performs, seller financing depends on whether the buyer pays.

That distinction matters.

With a seller note, the seller’s risk is tied to:

• the buyer’s capitalization
• leverage and debt service burden
• access to refinancing
• discipline in operating the business
• and willingness to prioritize repayment

A business can perform reasonably well and still default on a seller note.

Why Sellers Often Underestimate the Risk

Many sellers assume:

• “If the business does well, I’ll get paid.”
• “The buyer has every incentive to pay.”
• “I can always enforce the note if something goes wrong.”

Each of those assumptions is only partly true.

Enforcement rights matter — but enforcement is slow, expensive, and uncertain. And if the buyer is overleveraged or the business stumbles, the seller’s leverage may be limited precisely when it matters most.

Subordination

In many transactions, seller notes are subordinated to senior lender debt.

That means:

• the bank gets paid first
• the seller waits
• enforcement rights are contractually limited
• remedies may be delayed or restricted

Subordination isn’t unusual — but its implications are often glossed over. A subordinated seller note behaves very differently from senior debt, even if the interest rate is higher.

When Seller Financing Does Make Sense

Seller financing can be a rational tool when:

• it’s sized conservatively
• pricing reflects the added risk
• repayment terms are realistic
• security and remedies are meaningful
• and it’s used intentionally, not reflexively

It’s most dangerous when it’s treated as “just a gap filler” rather than a credit decision.

Should the Buyer Personally Guarantee the Seller Note?
Whether a buyer should be required to personally guarantee seller financing is one of the most common — and most consequential — points of negotiation.

From the seller’s perspective, a personal guarantee provides a second source of repayment beyond the acquired business itself and helps ensure that default has real consequences for the buyer.

From the buyer’s perspective, personal guarantees are often resisted, particularly where:

• the buyer is acquiring through an entity
• senior lenders do not require a guarantee
• the purchase price is already fully leveraged
• or the buyer views the seller note as part of the equity risk of the deal

There is no one-size-fits-all answer. The appropriateness of a personal guarantee depends on factors such as:

• the buyer’s balance sheet and net worth
• how much of the price is seller-financed
• whether the note is subordinated
• whether the note is secured by assets
• and the overall risk allocation in the deal

What matters most is recognizing that a seller note without a personal guarantee is often closer to unsecured credit than sellers realize, especially when the note is subordinated and the business is highly leveraged.

The Practical Takeaway

Seller financing is not guaranteed deferred cash. It’s an investment in the buyer’s ability to pay.
Sellers should evaluate it the way a lender would: by focusing on downside scenarios, priority of payment, and enforceability — not optimism.

When structured carefully, seller financing can help close deals. When treated casually, it can turn a successful sale into a long, uncertain collection effort.