Survival period

Definition

How long each representation stays enforceable after closing.

Why It Matters

A breach discovered after the clock runs out is nobody's problem but yours, so the periods deserve the same negotiation attention as the price. The practical test is whether a period outlasts the time it would realistically take to discover that kind of problem. Tax and environmental issues often surface only when an authority comes calling, which is why those reps are usually written to last longer. A short general period paired with a modest cap quietly converts the seller's promises into your risk.

In numbers: With an 18-month survival period on general reps, a misrepresented customer list discovered at month 20 is the buyer's problem: the $150,000 claim that had a contract behind it at month 17 no longer does.