Regardless of the size of the transaction, a buyer has a better argument in favor of withholding if they can identify specific risks or operational issues that a holdback can solve, such as . B a “Free Oil for Life” programme or existing employment problems which may need to be resolved. If a hold escling service is in place, the parties must agree on certain types of claims that can be made against the hold funds. A seller often needs a certain amount of net working capital that must be delivered when the transaction is completed. Usually, working capital is estimated at this time, with final settlement being able to be made some time after the transaction has ended (e.g., 30-60 days). The buyer will use the sale for sale as protection against accounting changes in the estimated working capital at the close of the actual and final accounting working capital. If the working capital is below the threshold at that time, the withholding protects the buyer as any difference would be deducted from the refund of the withholding. . . .