Legal
Survival Period
Also known as: Rep survival, warranty survival period, indemnity window
The window after closing during which representations and warranties remain enforceable and the buyer can file indemnity claims against the seller. PE buyers routinely push for longer survival on tax, IP, and compliance reps.
WHY IT MATTERS
After closing, the seller's representations and warranties remain enforceable for a defined period — the survival period. General reps typically survive 12 to 24 months; fundamental reps (tax, environmental, employee benefits) can survive 36 to 60 months. The Crossfield deal had 24-month general survival and 60-month fundamental survival. For five years post-close, the founders were exposed to claims on topics they no longer controlled. Every month the survival period runs, the buyer has another opportunity to identify a breach and offset it against deferred consideration. Shorter survival periods are one of the strongest protections a seller can negotiate.