Closings glossary

Survival clause

The contract provision that carries specified representations past the closing. Without it, the doctrine of merger extinguishes most representations when the deed is delivered.

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What is a survival clause in a contract of sale?

Quick Answer

A survival clause states which representations remain enforceable after the deed is delivered, and for how long. Under customary New York practice representations otherwise merge into the deed at closing and stop being actionable, so anything meant to outlive the closing has to say so in writing.

The full definition

The contract provision that carries specified representations past the closing. Without it, the doctrine of merger extinguishes most representations when the deed is delivered.

Where does survival clause come up in a New York City closing?

A Brooklyn contract survives the seller's representation about the boiler for six months, which is why the buyer can still raise it in November.

What else should you read before closing?

In the glossary

Questions this raises

What happens after the closing table?Recording, recorded copies, the final policy, satisfactions and post-closing lender conditions. The New York closing tail and the documents to keep...

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Legal Disclaimer: This page is general information about New York practice. It is not legal advice, it does not account for the terms of any particular contract, building or transaction, and reading it does not create an attorney-client relationship. This is attorney advertising. Prior results do not guarantee similar outcomes.