Definition. A provision that, for purposes of calculating indemnification damages (and sometimes for determining whether a rep was breached at all), the buyer can ignore materiality qualifiers in the seller's reps. The effect is to broaden the seller's exposure to indemnification claims.
A “full” materiality scrape applies for both breach determination and damage calculation; a “damages-only” scrape applies only when calculating damages once a breach is established. Buyers prefer full scrapes; sellers prefer no scrape or a damages-only scrape.
The scrape interacts with the basket: with a full scrape and a low basket, the buyer can aggregate many small claims into a meaningful indemnification recovery. Without a scrape, materiality qualifiers in the reps shield the seller from small breaches.