How to Track a Covenant Breach Indemnity

How to track a covenant breach indemnity is a stand-alone indemnity ledger for breach of covenants from signing through survival and claim notices, not a special-indemnity tab and not exclusive-remedy. For each signed deal, log whether a stand-alone indemnity for breach of covenants is present or silent, which covenants it covers (interim operating, post-close, all), whether it is stand-alone or folded into the general R&W indemnity, how basket and cap treatment is copied, how survival compares to the covenant survival clock, how it overlaps with special-indemnity and exclusive-remedy, and status. Raziel's special indemnity tracking page is named extra-indemnity items. This page is the covenant-breach indemnity.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the covenant-breach indemnity sentence from the PDF. Do not invent a 2025 Study percentage for this datapoint when public recaps do not publish one, and do not paste 94% onto a silent deal or onto fraud-as-a-standalone-indemnity.

What this ledger is (and is not)

A covenant-breach indemnity is a stand-alone indemnification obligation for breach of covenants (interim operating covenants, post-closing covenants, or all covenants as drafted), separate from the general representations-and-warranties indemnity. Reuters Practical Law The Journal, M&A Market Trends in Focus (2024), June 13, 2024, reports that "only 94% of deals included breach of covenants as a stand-alone indemnity," a new 2023 ABA Private Target Deal Points Study data point. K&L Gates via Mondaq (January 9, 2024) prints the same finding: "only 94% of transactions included a stand-alone breach of covenant indemnity." Bass, Berry & Sims (December 19, 2023) explains the novelty: "The 2023 Study analyzed whether deals included a stand-alone indemnity for breaches of covenants, a provision that was not measured in prior studies. 94% of deals covered by the 2023 Study included this provision." The 2023 sample frame cited with that study is 108 agreements, executed or completed in calendar 2022 or Q1 2023, private target acquired by a public buyer, $30M to $750M (most under $200M), 26 simultaneous / 82 deferred. Goulston's 2025 overview (May 6, 2026) and the Business Law Today / K&L Gates December 2025 free recaps do not publish a 2025 percentage for stand-alone covenant-breach indemnity. Do not invent one. Business Law Today (December 16, 2025) lists a new 2025 data point, "Fraud as a Standalone Indemnity," and does not publish that percentage in the free announcement. Pointer only. Do not paste 94% onto fraud-as-standalone. The ABA 2025 sample frame is 139 agreements, $25M to $900M, 42 simultaneous / 97 deferred. Those are study snapshots. Your indemnification article controls.

This ledger is not special-indemnity-tracking (named extra-indemnity items such as a specific lawsuit or tax matter), not exclusive-remedy-tracking (whether indemnity is the sole remedy), and not the general R&W indemnity as a full page. Basket dollars, cap dollars, and exclusive-remedy elections stay on those pages. This row is whether breach of covenants has its own indemnity limb.

Seven columns on one row

Open one row per signed deal. Attach the indemnification article, the covenants article, and pointers to special-indemnity, exclusive-remedy, basket, and cap.

• Present or silent. Stand-alone covenant-breach indemnity present, or silent. Reuters / K&L / Bass Berry recapping the 2023 Study: 94% of deals (new 2023 data point, not measured in prior studies). Do not invent a 2025 Study percentage. Do not paste 94% onto fraud-as-a-standalone-indemnity. Copy presence from your PDF.

• Which covenants (interim operating, post-close, all). Copy whether the limb covers pre-closing / interim operating covenants, post-closing covenants, or all covenants as defined. Interim-only is a different book than an all-covenants limb.

• Stand-alone vs folded into general R&W indemnity. Copy whether breach of covenants is its own indemnification item or is only reached through the general R&W indemnity. A folded limb is a different book than the 2023 Study's stand-alone print. Do not paste 94% onto a folded paper.

• Basket/cap treatment copied. Copy whether covenant-breach claims are inside the general basket and cap, carved out, or subject to a separate limit. Keep basket and cap dollars on those rows; this cell only notes treatment of this limb.

• Survival vs covenant survival clock. Copy the indemnity survival period for covenant breach and any separate covenant survival or performance clock. A shorter indemnity clock than the covenant clock is a different book than matching periods.

• Overlap pointer to special-indemnity and exclusive-remedy. Pointer only. Special indemnity is named extra-indemnity items. Exclusive remedy is whether indemnity is the sole path. Do not rewrite those pages. Note whether a covenant breach also sits on a special-indemnity schedule, and whether exclusive-remedy language still lets covenant claims through.

• Status. Copied, bring-down delivered, claim noticed, disputed, settled, or closed. When a claim cites this limb, book the date and which covenant (interim, post-close, or other) was argued.

Copy the clause, not the study percentage

Do not paste 94% onto a silent deal or onto a covenant breach that is only folded into the general R&W indemnity. Do not invent a 2025 ABA Study percentage for stand-alone covenant-breach indemnity when Goulston's 2025 overview and the BLT December 2025 recaps do not publish one. Do not paste 94% onto the 2025 "Fraud as a Standalone Indemnity" datapoint; BLT names that new datapoint and does not publish the percentage in the free announcement. Pointer only. Do not fold this row into special-indemnity-tracking or exclusive-remedy-tracking. Special indemnity is named extra items. Exclusive remedy is the sole-path election. This row is whether breach of covenants has its own indemnity limb, which covenants it covers, and how basket, cap, and survival treat that limb.

When a post-close covenant claim arrives, log whether the PDF used a stand-alone covenant-breach indemnity, which covenant article it pointed at, and whether basket or cap treatment limited the claim. That trail is what indemnity counsel will ask for first.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent a covenant-breach indemnity, invent a 2025 Study percentage, paste 94% onto fraud-as-standalone, or treat the special-indemnity tab as if it answered the covenant-breach question. Raziel's alternative asset dashboard is where the covenant-breach indemnity sentence, the covenant pointer, and any claim notice should sit together. Raziel does not decide your covenant dispute. Copy the seven columns.