How to Track RWI as the Sole Source of Recovery

How to track RWI as the sole source of recovery is a post-close recovery-path ledger for whether the RWI policy is the sole source of recovery for representation breaches (or for non-fundamental reps only), not the RWI-presence tab and not a purchase-price-adjustment escrow tab. For each signed deal, log RWI referenced yes or no, sole source for all representation breaches versus not, sole source for non-fundamentals only, what remains recoverable from the seller copied from the PDF, the policy or binder identifier, the overlap pointer to no-survival-reps-tracking, and status. Raziel's representation and warranty insurance tracking page is the RWI-presence tab. This page is the sole-source recovery path.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the sole-source sentence from the PDF. Do not invent a 2025 retention, policy-limit, or binder percentage, do not paste Goulston's 63% RWI-referenced print onto this row, and do not treat SRS presence 46% as ABA sole-source.

What this ledger is (and is not)

Sole source of recovery is a sentence that channels representation-breach recovery to the RWI policy (for all representations and warranties, or for non-fundamentals only), instead of leaving a parallel seller indemnity path. Goulston and Storrs, 2025 ABA Private Target M&A Deal Points Study: What's Market? (May 6, 2026), recapping ABA 2025 (139 publicly available purchase agreements executed and closed in 2024 and Q1 2025), prints that of acquisition agreements with references to RWI, the RWI policy was the sole source of recovery for breaches of representations and warranties in 46% (down slightly from the prior study's 49%, up from 14% in 2018-19). In addition, 28% of deals included RWI as the sole source of recovery for breaches of non-fundamental representations and warranties. Label 46% as ABA 2025 sole source among RWI-referenced deals. Label 28% as Goulston's 'of deals' non-fundamental print. The same recap prints RWI referenced in 63% of deals (up from 29% in 2017). Keep 63% on representation-warranty-insurance-tracking. K&L Gates (December 19, 2025) and Business Law Today (December 16, 2025) reprint the ABA 2025 frame (139 agreements, $25 million to $900 million, 42 simultaneous / 97 deferred, RWI referenced 63% versus 55% prior). Keep 42 / 97 on deferred-closing-tracking. Fasken (May 7, 2026), recapping SRS Acquiom 2026 (more than 2,300 transactions closed 2020 through 2025), prints RWI identified on approximately 46% of deals in that study. Label SRS 46% as SRS presence, not ABA sole-source 46%. Do not write that ABA and SRS are both 46% as if they were the same metric. Keep Goulston's PPA escrow 58% / 42% on purchase-price-adjustment-escrow-tracking. Those are study snapshots. Your binder and indemnification article control.

This ledger is not representation-warranty-insurance-tracking (whether RWI is referenced), not no-survival-reps-tracking, and not purchase-price-adjustment-escrow-tracking. Book those as overlay pointers, not as a rewrite of this sole-source row.

Seven columns on one row

Open one row per signed deal. Attach the RWI binder or policy, the indemnification article, and pointers to RWI presence and no-survival.

• RWI referenced yes or no. Pointer only. Keep Goulston/BLT 63% (up from 29% in 2017; 55% prior) on representation-warranty-insurance-tracking. Mark whether this deal references RWI. A silent RWI paper is not a 46% sole-source paper.

• Sole source for all R and W breaches versus not. Goulston recapping ABA 2025: 46% of RWI-referenced deals (down slightly from 49%, up from 14% in 2018-19). Copy the PDF. Do not paste 46% onto a deal that still leaves a seller path.

• Sole source for non-fundamental only. Goulston recapping ABA 2025: 28% of deals included RWI as the sole source of recovery for breaches of non-fundamental representations and warranties. Copy whether the PDF limits sole source to non-fundamentals. Do not invent a 2025 split percentage beyond that 28% print.

• What remains recoverable from the seller. Copy fundamentals, fraud, specials, covenants, or other carve-outs from the PDF. Do not invent a 2025 retention, policy-limit, or binder percentage. The free recaps do not print those on this row.

• Policy or binder identifier copied. Copy the policy number, binder date, insurer, or 'missing'. Raziel does not sell RWI and does not bind coverage. The identifier is a ledger cell, not a placement.

• Overlap pointer to no-survival-reps-tracking. Pointer only. BLT / K&L: no-survival 41% (from 30%), likely related to more RWI deals. Keep 41% on that page. Mark the overlap. Do not rewrite that page.

• Status. Copied, binder issued, policy bound, claim noticed, insurer responding, seller path argued, disputed, settled, or closed. When a claim cites this limb, book the date and whether the fight is all-reps sole source or non-fundamental only.

Copy the clause, not the study percentage

Do not paste 46% onto a silent sole-source paper. Do not paste 63% (RWI referenced) onto this row as if presence answered recovery path. Do not treat SRS presence 46% as ABA sole-source 46%. Do not paste 58% / 42% (PPA escrow) onto this RWI row. Do not invent a 2025 retention, policy-limit, or binder percentage. Presence is whether RWI is referenced. No-survival is whether reps die at closing. PPA escrow is the true-up pot. This row is whether the RWI policy is the sole source of recovery for representation breaches, or for non-fundamentals only.

When a post-close claim arrives, log whether the PDF used a sole-source sentence, whether it covered all reps or non-fundamentals only, what remains recoverable from the seller, and the policy or binder identifier. 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 sole-source clause, paste 63% onto this row, treat SRS presence 46% as ABA sole-source 46%, paste 58% / 42% onto this row, or treat the RWI-presence tab as if it answered recovery path. Raziel's alternative asset dashboard is where the sole-source sentence, the remaining seller path, and any claim notice should sit together. Raziel does not sell RWI. Copy the seven columns.