Definition. The length of time after close during which the seller's representations and warranties remain enforceable. Standard reps survive 12 to 24 months; specific reps (tax, environmental, capitalization, employee benefits) typically survive longer, sometimes for the statute of limitations on the underlying matter.
The survival period and the indemnification cap together define the post-close exposure profile. A 12-month general survival with an 18-month tax survival and an environmental survival running to the statute of limitations is the rough lower-middle-market default; longer survival periods favor the buyer, shorter favor the seller.
Sellers should be aware that some reps (so-called “fundamental reps”, typically capitalization, due authorization, and title) often survive indefinitely or to the statute of limitations. These cannot reasonably be shortened and the seller’s exposure on them runs as long as the buyer has a legal right to bring a claim.