How to Track a Walk-Away Indemnity

How to track a walk-away indemnity is a no-seller-survival ledger for non-RWI deals (whether general representations die at closing with no post-close seller indemnity path), not the ABA no-survival-reps tab alone and not the RWI-sole-source tab. For each signed deal, log whether the deal is RWI-referenced or traditional indemnity, whether a walk-away or no-survival construct sits on non-RWI paper, what (if anything) still survives, the pointer to no-survival-reps-tracking, the pointer to representation-warranty-insurance-tracking, the pointer to rwi-sole-source-tracking, and status. Raziel's no-survival reps tracking page is the broader ABA no-survival print. This page is the walk-away / no-seller-survival-on-non-RWI ledger.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the survival and walk-away sentences from the PDF. Do not treat Fasken's 11% (non-RWI no-survival in 2025) and ABA's 41% no-survival as the same metric, and do not paste Goulston's 63% RWI-referenced print onto this walk-away row.

What this ledger is (and is not)

A walk-away indemnity construct, in the Fasken / SRS sense used here, is a no-survival structure in a non-RWI deal: the seller's general representations do not survive closing, so there is no post-close seller indemnity path on those reps. Fasken, Private M&A Deal Trends to Watch: Key Takeaways from SRS Acquiom's 2026 Study (May 7, 2026), recapping SRS Acquiom 2026 (more than 2,300 private-target transactions closed 2020 through 2025), prints that the frequency of "walk-away" deals took a marked downturn in 2025 relative to 2024, with "no survival" constructs in non-RWI deals dropping from 18% in 2024 to 11% in 2025. (Fasken's prose has an awkward "dropping to from"; the numbers are 18% in 2024 and 11% in 2025.) DealLawyers, Study: Private Target Deal Terms (April 2026), recapping the same SRS study, prints that only 11% of traditional indemnity deals provided that the sellers' reps would not survive closing (down from 18% in 2024), while 57% of deals with RWI included non-survival provisions (up from 54% in 2024). Keep ABA no-survival 41% (from 30%) on no-survival-reps-tracking. Do not treat 11% and 41% as the same metric. Keep RWI referenced 63% on representation-warranty-insurance-tracking. Keep RWI sole-source prints on rwi-sole-source-tracking. Those are study snapshots. Your indemnification article and survival clause control.

This ledger is not no-survival-reps-tracking (the ABA 41% from 30% no-survival print across the ABA sample), not representation-warranty-insurance-tracking (whether RWI is referenced), and not rwi-sole-source-tracking (whether the RWI policy is the sole source of recovery). Book those as overlay pointers, not as a rewrite of this walk-away row.

Seven columns on one row

Open one row per signed deal. Attach the indemnification article, the survival clause, and pointers to no-survival-reps-tracking, RWI presence, and RWI sole source.

• RWI-referenced versus traditional indemnity. Pointer overlay. Keep Goulston / BLT RWI referenced 63% on representation-warranty-insurance-tracking. Mark whether this deal is RWI or traditional. A silent RWI paper is not a walk-away paper.

• Walk-away / no-survival on non-RWI yes or no. Fasken recapping SRS 2026: "no survival" constructs in non-RWI deals 11% in 2025 (from 18% in 2024). DealLawyers: 11% of traditional indemnity deals (from 18% in 2024). Copy the signed sentence. Do not paste 11% onto an RWI-only paper without reading survival.

• What still survives (if anything). Copy fundamentals, fraud, special indemnities, covenants, or other carve-outs that still survive. Do not invent a 2025 survival-length percentage for this limb beyond the prints you attribute.

• Pointer to no-survival-reps-tracking. Pointer only. Keep ABA no-survival 41% (from 30%) on that page. Do not treat 11% and 41% as the same metric. Mark the overlap. Do not rewrite that page.

• Pointer to representation-warranty-insurance-tracking. Pointer only. Keep RWI referenced 63% there. Mark whether RWI sits beside the walk-away sentence.

• Pointer to rwi-sole-source-tracking. Pointer only. Sole source is recovery path under RWI, not the non-RWI walk-away print. Mark whether a sole-source sentence sits nearby. Do not rewrite that page.

• Status. Copied, closed walk-away, claim noticed against a surviving limb, disputed, settled, or closed. When a claim cites survival, book the date and whether the fight is non-RWI walk-away or an ABA-style no-survival construct.

Copy the clause, not the study percentage

Do not paste 11% onto a paper that still leaves seller survival. Do not treat Fasken / SRS 11% (non-RWI no-survival in 2025) and ABA 41% no-survival as the same metric. Do not paste 63% (RWI referenced) onto this walk-away row. Do not fold this row into no-survival-reps-tracking, representation-warranty-insurance-tracking, or rwi-sole-source-tracking. ABA no-survival is the broader ABA print. RWI presence is whether insurance is referenced. Sole source is recovery path under RWI. This row is whether a non-RWI deal uses a walk-away / no-seller-survival construct on general reps.

When a post-close claim arrives, log whether the PDF used a walk-away sentence on non-RWI paper, what still survives, and whether RWI or sole-source language sat nearby. 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 walk-away, treat 11% and 41% as one metric, paste 63% onto this row, or treat the ABA no-survival tab as if it answered the non-RWI walk-away question. Raziel's alternative asset dashboard is where the walk-away sentence, the surviving limbs, and any claim notice should sit together. Raziel does not decide your survival dispute. Copy the seven columns.