How to Track a Non-Reliance Provision After Signing

How to track a non-reliance provision is an extra-contractual-statements ledger from the CIM through closing, not a one-word “no reliance” flag. For each signed deal, log whether the buyer agreed it did not rely on statements outside the agreement, whether a matching no-other-representations (NOR) clause exists, whether fraud is carved out of either clause, how that sits next to exclusive remedy, what extra-contractual materials were in the data room, and status of any claim that quotes a deck or an email. Raziel's exclusive remedy tracking page is the claims path. This page is whether a management presentation still counts as a representation.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the non-reliance sentence, the NOR sentence, and the fraud carve-out (or the silence). Do not invent an 81 percent default onto a deal with no clause.

What this non-reliance ledger is (and is not)

A non-reliance provision is the buyer’s acknowledgment that it did not rely on statements other than the representations in the purchase agreement. A NOR provision says those in-agreement representations are the only ones the seller made. Wagner Hicks, summarizing the ABA’s 2025 Private Target M&A Deal Points Study (139 agreements from 2024 and Q1 2025), reports that 81% of deals included express non-reliance provisions, and that of those deals only about 26% carved fraud out of the non-reliance provision. The authors describe the new majority as excluding a fraud carve-out from non-reliance, so claims based on casual emails or management presentations that were not intended as binding warranties are harder to bring. Goulston & Storrs, in a May 2024 Bloomberg Law piece on the prior (2023) Study, reported express non-reliance in 74% of that earlier sample and NOR provisions in 81%, with a fraud carve-out in 25% of those NOR clauses (44% of non-reliance clauses in that 2023 write-up). Those are study snapshots from named years. Your 2025 paper is the one you copy.

Seven columns on one non-reliance row

Open one row per signed deal. Attach the non-reliance clause, the NOR clause, the fraud definition, the exclusive-remedy article, and an index of extra-contractual materials (CIM, management deck, data-room Q&A, projections).

• Non-reliance present. Wagner 2025 Study: 81% express non-reliance (Goulston on the 2023 Study: 74%). Copy the acknowledgment (or “silent”). Do not paste 81% onto a deal with no clause.

• NOR present. Goulston on the 2023 Study: NOR in 81% of that sample (80% in 2021, 64% in 2019). The 2025 Study summaries cited here do not reprint a fresh NOR percentage. Copy whether your agreement has a NOR sentence. Do not invent a 2025 NOR rate.

• Fraud carve-out of non-reliance. Wagner 2025: about 26% of non-reliance deals carved fraud out of the clause (so most did not). Goulston on 2023: 44% of non-reliance clauses had a fraud carve-out. Copy yours. A carve-out here is not the same as a fraud carve-out from exclusive remedy.

• Fraud carve-out of NOR. Goulston on 2023: 25% of NOR clauses (37% in 2021, 60% in 2019). Copy whether NOR is carved. Keep the two carve-outs as separate cells.

• Extra-contractual index. CIM, teaser, management presentation, projections, data-room Q&A, and side emails. Store location and date. Non-reliance is only useful later if you can point at what was outside the four corners.

• Exclusive-remedy overlay. Non-reliance tries to keep extra-contractual statements from becoming representations. Exclusive remedy tries to keep non-indemnity claims from proceeding. A buyer can still plead fraud if the paper carves it. Keep both rows. Do not collapse them.

• Status. Copied, extra-contractual claim noticed, claim barred by non-reliance, claim proceeding under a fraud carve-out, paid, or closed. When cash moves, book the date.

Copy the clause, not the 81 percent print

Do not paste 81% onto a silent buyer acknowledgment. Do not paste the 2023 NOR rate onto a 2025 deal. Do not treat a fraud carve-out from exclusive remedy as if it also carved non-reliance. The two sentences do different jobs. One is “I did not rely.” The other is “indemnity is my only claim.” Log both.

When the ledger holds

The row holds if the seven cells are copied from the PDFs and the extra-contractual index (or marked missing). It fails when you invent a NOR percentage, mix 2023 and 2025 prints, or ignore a deck that later shows up in a demand letter. Raziel's alternative asset dashboard is where the clause, the deck index, and any claim cash should sit together. Raziel does not try your extra-contractual case. Copy the seven columns.