Post-closing cooperation: Overview, definition, and example
What is post-closing cooperation?
Post-closing cooperation refers to the commitment by both parties in a deal—usually a business sale or investment—to continue working together after the transaction is completed (“after closing”) to wrap up loose ends, complete paperwork, or handle any follow-up tasks.
In plain terms, it means, “Even though the deal is done, we agree to help each other finish up anything that still needs to get sorted out.”
Why is post-closing cooperation important?
Not everything gets neatly tied up the moment a deal closes. There might be outstanding tax filings, legal documents to sign, customer notifications, or third-party approvals still pending. A post-closing cooperation clause makes sure both sides stay engaged and available to complete those tasks.
This helps avoid delays, mistakes, or conflicts after closing—especially in deals involving licenses, regulatory approvals, intellectual property, or customer transitions. Without this clause, one side could walk away and leave the other struggling to finish the job alone.
Understanding post-closing cooperation through an example
Let’s say you sell your small e-commerce business. The buyer takes over the website, customer list, and inventory at closing. But there’s one problem: your old payment processor account is still active, and only you can authorize the transfer.
Thanks to the post-closing cooperation clause in the sale agreement, you’re required to assist the buyer by contacting the payment processor, signing any needed forms, and helping complete the handover—even though the sale already closed.
Without that clause, the buyer might be stuck—or forced to chase you down legally.
An example of a post-closing cooperation clause
Here’s how this clause might appear in a sale or purchase agreement:
“Following the Closing, each Party shall provide reasonable cooperation and assistance, including the execution of additional documents, as may be necessary to fully effectuate the terms of this Agreement and complete any post-closing matters.”
Conclusion
Post-closing cooperation ensures that the end of a deal doesn’t mean the end of communication. It keeps both parties accountable for tying up loose ends and supporting a smooth transition.
For SMBs, including this clause in your agreements can prevent post-deal headaches and help maintain good working relationships—especially when tasks still need to be handled after the main transaction is complete. It’s about finishing the job, not just signing the paperwork.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.