Dr Allen Nazeri DDS MBAHealthcare M&A Expert

Here’s how to keep more of your sale proceeds upfront #exitstrategy #escrow #learnbusiness

25 Apr 2026 · 1 min

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1:15

In this short promotional video, Dr. Allen Nazeri of Prime Exits explains how business sellers can avoid having 10‑20% of their sale proceeds tied up in escrow for 12‑24 months. He describes the common buyer demand for escrow to cover tax or surprise liabilities, then introduces Representation & Warranty Insurance (RWI) as a negotiated alternative. By securing RWI at the outset, sellers can receive the full purchase price at closing, protect both parties against inadvertent misrepresentations, and prevent future friction—especially when the seller rolls equity and remains involved. Prime Exits leverages its transaction volume to access insurers willing to underwrite even smaller deals, positioning the firm as a game‑changer for clients. The video ends with a call to follow the channel and comment “RWI” for more detailed guidance on structuring deals.

Chapters

Want to avoid having millions of your sale proceeds tied up in escrow? Listen to this. When you sell your business, most buyers will push to hold back 10% to 20% of the purchase price in an escrow account. This is generally to make sure there are no unpaid taxes or surprises for the buyer. That can easily mean millions of dollars locked up for 12 to 24 months. And here's the issue. That's your money. At our firm Prime Exits, we help sellers negotiate representation and warranty insurance (RWI) right from the start. Why does this matter? First, it frees up your capital. You get paid at closing, not years later. Second, it protects both sides. If there's an unintentional mistake in the representations, the insurance can step in and cover the claim. And third, if you're rolling equity and staying in the business, It avoids future friction or even lawsuits with your new majority partner. At Prime Exits, because of our transaction volume, we've built relationships with insurers who can underwrite even smaller deals. That's a game changer for our clients. Follow us for more insights like this and comment RWI if you want to learn how to structure your deal the right way.