Definition
This clause specifies which representations survive closing rather than being extinguished when the deal closes. It protects you from discovering misrepresentations later.
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Without survival clauses, merger doctrine extinguishes representations at closing: if contract says roof is good condition but is silent on survival, that representation dies at closing (deed doesn't repeat it). Survival clauses specify: 'Seller warranties about property condition survive closing for 12 months.' This allows buyer post-closing recourse if hidden defects appear. Survival periods vary: some months, some years, some indefinite. Limited survival (6 months) protects seller from stale claims; long survival (2+ years) protects buyer. Survival clauses typically survive for: known defects, disclosed conditions, specific warranties. Standard surviv clauses might exclude: latent defects (unknown at closing), structural defects (vary by contract). Real estate purchase contracts frequently include survival: title issues survive for stated period, property condition survives for stated period, seller representations survive. Understanding survival is crucial: without it, closed deal means buyer has no recourse for misrepresentations.
Pro Tip
Ensure critical representations survive closing with adequate period.
Example
Contract includes: 'Seller representations regarding property condition survive closing for 12 months.' If roof leaks appear 3 months after closing, buyer can claim misrepresentation.