How to Track No-Survival Representations After Closing

How to track no-survival representations is a clock-and-recourse ledger from signing through the post-closing window, not a blank “reps died at closing” note. For each signed deal, log whether general representations survive closing, which (if any) fundamentals or specials still survive, how long those clocks run, whether RWI is the sole post-closing recourse, how fraud carve-outs still work when survival is off, and status of any claim that turns on a dead clock. Raziel's survival period tracking page is the length of the clock when survival is on. This page is the deal where many representations do not survive at all.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the survival article and the RWI covenant. Do not invent a 41 percent no-survival default onto a deal with multi-year clocks.

What this no-survival ledger is (and is not)

A no-survival deal provides that representations and warranties do not survive closing (often with carve-outs for fundamentals, fraud, or special indemnities). K&L Gates, summarizing the ABA’s 2025 Private Target Mergers & Acquisitions Deal Points Study (139 middle-market deals with purchase prices from US$25 million to US$900 million, a majority below US$200 million), reports that deals in which representations and warranties do not survive closing increased from 30% in the prior study to 41% in the 2025 study. K&L Gates links the increase to the rise in RWI deals (63% of the 2025 study referenced RWI, up from 55% in the 2023 study). Wagner Hicks, also summarizing the 2025 Study, reports a median indemnity cap of just 0.25% of transaction value on RWI deals (typically the policy retention). Those are study snapshots. Your survival article and binder control.

No-survival is not the same as “no recourse.” Recourse may move to RWI, to a small seller escrow, to special indemnities, or to fraud. The ledger’s job is to show where post-closing dollars can still come from when the general representation clock is off.

Seven columns on one no-survival row

Open one row per signed deal. Attach the survival article, the indemnification article, and the RWI binder if any.

• General reps survive or not. K&L Gates: 41% no-survival in the 2025 Study (30% in the prior study). Copy the sentence. Do not paste 41% onto a deal with an 18-month general survival clock.

• What still survives. Fundamentals (organization, authority, title, capitalization), tax, employee benefits, environmental, special indemnities, or fraud. List each carve-out with its own clock. A “no survival except fundamentals for three years” deal is not blank no-survival.

• Pre-closing breach path. Whether the buyer can still walk or claim for a breach discovered before closing even when post-closing survival is off. Copy the closing-condition and termination cross-references.

• RWI as sole recourse. Whether the paper says RWI (and any escrow) is the sole source for representation breaches after closing. Wagner Hicks notes buyers’ covenants to maintain RWI and to rely on RWI (plus escrow) as sole recovery are rising with RWI use. Copy the sole-recourse sentence. Do not assume every RWI deal is sole recourse.

• Cap and retention overlay. On RWI deals, Wagner Hicks cites a median indemnity cap of 0.25% of transaction value (often the retention). Keep the dollar figures on the indemnity-cap and RWI rows. This cell is whether seller dollars still exist after closing when survival is off.

• Fraud carve-out. Whether fraud (and how fraud is defined) still survives when general survival is off. Keep the exclusive-remedy fraud carve-out on its own row. Copy whether “no survival” expressly excepts fraud.

• Status. Copied, pre-closing breach noticed, post-closing claim noticed against a surviving carve-out or RWI, claim barred as non-surviving, paid, or closed. When cash moves, book the date.

Copy the survival article, not the 41 percent print

Do not paste no-survival onto a deal with multi-year clocks because 41% of the Study looked that way. Do not treat RWI as automatic sole recourse. Do not fold this row into the survival-period row. Survival-period tracking is for clocks that still run. This row is for the stack that stops at closing, plus the carve-outs and insurance that replace it.

When you open a post-closing claim file, check this row first. If general survival is off, the claim has to land on a surviving carve-out, on RWI, or on fraud. Logging that path early stops a demand letter from sitting in the wrong queue for weeks.

When the ledger holds

The row holds if the seven cells are copied from the PDFs and the binder (or marked missing). It fails when you invent no-survival, ignore a fundamental carve-out, or treat RWI as if it deleted fraud. Raziel's alternative asset dashboard is where the survival article, the binder, and any claim cash should sit together. Raziel does not decide whether your claim survived. Copy the seven columns.