Closing Day Isn't the Finish Line#
Most SMB purchase agreements include a 60 to 90 day transition period. During it, the seller still has contractual obligations, not just a courtesy hand-off before disappearing. Sellers who treat this period as informal, or skip it entirely, expose themselves to escrow disputes and clawbacks they didn't see coming.
What the transition period actually covers#
The purchase agreement typically includes a transition or consulting services clause, separate from the sale terms themselves. It specifies:
Duration
: usually 30 to 90 days, sometimes longer for complex operational businesses
Scope
: training the new owner and staff, introducing key accounts and vendors, handing off institutional knowledge that never made it into a manual
Time commitment
: some agreements state a specific number of hours per week; many leave it as "reasonable assistance," which causes more disputes than any other clause in this section
If the agreement you're signing only says "reasonable assistance" with no hours attached, that ambiguity works against you as the seller, not in your favor.
The obligations that are actually enforceable#
A few items in this clause carry real legal weight, not just goodwill:
Training and knowledge transfer
: showing the buyer how the business actually runs day to day, not just handing over a folder of documents
Customer and vendor introductions
: personal introductions and warm hand-offs, not a spreadsheet of contact names
Non-compete and non-solicit
: binding during the transition and typically for a set period after, geographic and time scope should already be defined in the APA
Non-disparagement
: a seller undermining the buyer's credibility with staff or customers during the transition is a breach, not just bad form
Availability
: whatever was negotiated, whether hours per week or response time to buyer questions, is now a contractual term, not a suggestion
What happens if a seller doesn't meet them#
This is where sellers get caught off guard. If the deal included an escrow holdback or an earnout tied to post-close performance, failing to meet transition obligations gives the buyer grounds to withhold funds. A seller who stops responding to calls at day 20 of a 90 day commitment isn't just being unhelpful, they're creating a documented breach that can delay or reduce their final payout.
How to protect yourself before you sign#
The fix happens before closing, not after:
Push for a specific number of hours per week and a hard end date, not "reasonable assistance"
Get the non-compete's geographic radius and duration spelled out in plain terms, not left to interpretation
Negotiate a separate hourly rate for any consulting requested beyond the agreed transition period
Put customer and vendor introduction expectations in writing, including how many and by when
Where Openfair fits#
This clause is negotiated well before closing, and it's exactly the kind of term that gets rushed when both sides just want the deal done. Openfair's deal support works through transition terms during negotiation, not after signing, so sellers know precisely what they're committing to and buyers know what to expect.
Read the transition clause as carefully as the purchase price. It's the part of the deal that's easiest to underestimate and the one most likely to cost you money after you've already spent the check.