How to Track a Closing-Condition Materiality Scrape

How to track a closing-condition materiality scrape is a bring-down scrape ledger from signing through close or walk, not the indemnity-section materiality scrape and not the double-scrape tab. For each signed deal, log whether a materiality scrape sits on the accuracy-of-representations closing condition, whether it is present or silent, how it differs from any indemnity scrape, whether US or Canadian study prints are in play, how it interacts with an MAE qualifier on the bring-down, how it overlaps with materiality-scrape-tracking, and status. Raziel's materiality scrape tracking page is the indemnity scrape. This page is the closing-condition materiality scrape.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the closing-condition scrape sentence from the PDF. Do not invent a more precise 2025 US percentage than the free recap prints, and do not paste 87% (indemnity scrape) or 82% (double scrape) onto this row.

What this ledger is (and is not)

A closing-condition materiality scrape disregards materiality (and often MAE) qualifiers for the purpose of determining whether the accuracy-of-representations closing condition is satisfied. It is a different sentence from an indemnity-section scrape, which disregards those qualifiers for breach, for damages, or for both after close. Fasken, Materiality Scrapes In Canadian M&A: More Than Meets The Eye? (Mondaq, April 16, 2026), comparing the ABA 2025 Canadian Private Target M&A Deal Point Study (pages 94 and 126) with the ABA 2025 US Private Target Deal Points Study (pages 67 and 101-102), reports: "Regarding closing conditions, about 90% of U.S. deals include a materiality scrape while only about 60% of Canadian deals include one. The divergence is similar regarding materiality scrapes in the indemnity section, with 87% of U.S. deals including one and only 45% of Canadian deals including one." Keep those four prints on their own labels. The 87% US indemnity-scrape figure matches Goulston's 2025 overview (May 6, 2026): a materiality scrape was still present in 87% of the acquisition agreements included in the 2025 Study (139 agreements executed and closed in 2024 and Q1 2025). That Goulston 87% is the indemnity-side print. Do not paste it onto this closing-condition row. Miller Thomson (Mondaq, March 3, 2025) recaps the Canadian 2025 Study (83 agreements, 2020-2022 Canadian private targets) as materiality scrapes in bring-down provisions rose to 62%. Treat Fasken's about-60% Canadian closing-condition scrape and Miller Thomson's 62% bring-down scrape as the same Canadian study family, not as two independent US counts. Fasken also prints that where an indemnity-section scrape is included, it scrapes for all indemnification-related purposes 56% of the time in Canada and 82% of the time in the US (ABA 2025 US Study page 102). Business Law Today / K&L Gates (December 16, 2025) prints double materiality scrapes up from 69% to 82%. Keep 82% on the indemnity double-scrape limb. Do not paste it onto a closing-condition scrape. Goulston's 2025 overview does not publish a separate 2025 US closing-condition-scrape percentage beyond Fasken's about 90%. Do not invent a more precise figure. Those are study snapshots. Your closing-conditions article controls.

This ledger is not materiality-scrape-tracking (the indemnity scrape), not double-materiality-scrape-tracking (the double-scrape mix), and not when-made-bring-down-tracking (the accuracy clock). A scrape on the bring-down is a different book than a scrape on the indemnity article.

Seven columns on one row

Open one row per signed deal. Attach the closing-conditions article, the indemnification article, and pointers to the indemnity-scrape and when-made rows.

• Present or silent. Closing-condition materiality scrape present, or silent. Fasken recapping ABA 2025 US Study p.67: about 90% of US deals. Canadian 2025 Study: about 60% (Miller Thomson: 62% bring-down scrapes). Copy presence from your PDF. Do not paste 90% onto a Canadian paper or 62% onto a US paper.

• Closing-condition scrape vs indemnity scrape. Copy whether the scrape sits on the bring-down, on the indemnity article, on both, or on neither. Fasken: US indemnity scrape 87%; Canadian indemnity scrape 45%. Goulston May 6, 2026: 87% of 2025 Study agreements included a materiality scrape (indemnity-side print). Do not paste 87% onto this closing-condition row.

• US vs Canadian study label. Label which study family you are comparing against. Do not paste Canadian 60% or 62% onto a US deal. Do not paste about 90% onto a Canadian deal.

• MAE-qualifier interaction. Copy whether the scrape reaches MAE words, ordinary materiality words, or both. Fasken's JanCo v. ISS recap is an indemnity-scrape-meets-MAE fight, not a closing-condition datapoint. Pointer only. Do not paste that Delaware holding onto this cell as a study percentage.

• Double-scrape pointer. Pointer only. Fasken: among indemnity scrapes, all-purposes scrape 82% US / 56% Canadian. BLT December 2025: double scrapes 82%, up from 69%. Keep those figures on the indemnity double-scrape limb. Do not paste 82% onto a closing-condition scrape.

• Overlap pointer to materiality-scrape-tracking. Pointer only. That page is the indemnity scrape. This row is the bring-down scrape. Mark whether both sentences exist, and do not rewrite that page here.

• Status. Copied, bring-down delivered, scrape argued, waived, closed, or walked. When a walk cites the scrape, book the date and whether the argument was closing-condition scrape, indemnity scrape, or both.

Copy the clause, not the study percentage

Do not paste about 90% onto a silent bring-down or onto an indemnity-only scrape. Do not paste 87% (Goulston / Fasken indemnity scrape) onto this row. Do not paste 82% (double scrape) onto a closing-condition sentence. Do not paste Canadian 60% or 62% onto a US deal. Do not invent a more precise 2025 US closing-condition-scrape percentage than Fasken's about 90% when Goulston's 2025 overview does not print a separate figure. Do not fold this row into materiality-scrape-tracking, double-materiality-scrape-tracking, or when-made-bring-down-tracking. The indemnity scrape is post-close. The double scrape is the all-purposes mix. When-made is the accuracy clock. This row is whether materiality is disregarded for the closing condition.

When a deferred close approaches, log whether the PDF scraped materiality on the bring-down, whether a separate indemnity scrape exists, and whether MAE words were in the scrape. That trail is what walk-or-close counsel will ask for first.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent a closing-condition scrape, paste 87% onto this row, paste 82% onto a bring-down sentence, or treat the indemnity-scrape tab as if it answered the closing-condition question. Raziel's alternative asset dashboard is where the bring-down scrape sentence, the indemnity-scrape pointer, and any walk notice should sit together. Raziel does not decide your scrape dispute. Copy the seven columns.