A contractual provision in an APA or other business purchase agreement that allows a purchaser to get a certain portion of the purchase price, which has already been paid, returned to it if certain conditions or deliverables aren’t met.
Since clawback provisions are hard to enforce and often might require litigation, they aren’t popular and are not recommended as the best way to protect a buyer’s interests. Instead, another option would be to have a performance holdback – where payment of a certain portion of the purchase price is delayed and contingent on those same conditions or deliverables being met.