A SELLER’S GUIDE TO POST-CLOSING TERMS

When selling a business, signing and closing the transaction may feel like the finish line—but for sellers, the post-closing period can carry significant ongoing exposure. While the pre-closing focus is often on valuation, structure, and timing, sellers must also be mindful of the buyer protections that remain in place after the deal closes.
These post-closing mechanisms—such as covenants, indemnities, purchase price adjustments, escrow arrangements, and representations and warranties insurance (RWI)—carry real implications for sellers, affecting not only their potential financial liability but also their ability to fully exit the business.
Understanding and negotiating these terms thoughtfully can help sellers preserve deal value, minimize risk, and achieve a cleaner exit. We’ve teamed up with law firm Snell & Wilmer to provide a comprehensive guide to these terms, including current market norms.

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