Materiality scrape

Definition

A clause that deletes the word material from the reps when damages are counted.

Why It Matters

It quietly decides who eats the small stuff. Without it, a seller who promised no material litigation owes nothing for a string of small claims; with it, every claim counts toward the basket and the deductible does the filtering instead. Buyers ask for it, sellers resist it, and it is one of the last points to settle in a purchase agreement.

In numbers: A seller warrants no material customer disputes. Four claims of $30,000 arrive after closing; with a double scrape they all count toward the basket, and without one the buyer argues each is immaterial and loses.