Representations typically survive twelve to twenty-four months, with fundamental representations and tax matters surviving longer or indefinitely. A claim must be asserted within the period to be preserved.
Survival provisions function as contractual limitations.
Alternative Names:
Survival of Representations|Representation Survival
Why it Matters?
Timely written notice within the survival period is what preserves a claim, and a buyer that identified a breach but did not deliver formal notice before expiration loses the claim regardless of merit. Notice requirements specifying content and delivery method are strictly enforced. Fundamental representations covering title, authority, and capitalization survive longest because those breaches undermine the transaction itself.
Frequently Confused with
Related terms
Frequently asked questions
What preserves a claim within the survival period?
Which representations survive longest?
