A double scrape removes materiality qualifiers for both breach determination and damages calculation, while a single scrape applies only to damages. The provision expands indemnification coverage.
Baskets substitute for the removed materiality threshold.
Alternative Names:
Materiality Qualifier Scrape|Scrape Provision
Why it Matters?
The scrape converts materiality-qualified representations into absolute ones for indemnification purposes, which substantially expands the buyer's recovery and is why sellers resist it. The basket then performs the filtering function materiality would otherwise serve, which is the conceptual justification. Whether the scrape applies to breach determination or only to damages is a meaningful distinction that agreements sometimes leave ambiguous.
Frequently Confused with
Related terms
Frequently asked questions
What is a double scrape?
What replaces the materiality filter?
