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angellist
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cupcakeLPAParsingTest

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train · 1.14k rows

input stringlengths 198 1.25k	output stringclasses 7 values	text stringlengths 269 1.33k
###Human: Determine if the accounting term LP Clawback (3.3(c)) from description (ii) If, in the discretion of the General Partner, Partnership assets remain insufficient to fulfill (x) any indemnification obligation of the Partnership pursuant to paragraph 13.4, or (y) any obligation of the Partnership to return some or all of the amounts received by the Partnership with respect to a Portfolio Investment (whether in connection with a breach of representations or warranties or otherwise), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability. The obligation to recontribute distributions under this paragraph 3.3(c)(ii) shall be applied pro rata in proportion to the aggregate distributions received by the Partners from the Partnership (in each case, with any in kind distributions valued as of the date of distribution): first, pursuant to paragraph 6.5(a)(ii) until such time as the total distributions recalled pursuant to this paragraph 3.3(c) equals the total di is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term LP Clawback (3.3(c)) from description (ii) If, in the discretion of the General Partner, Partnership assets remain insufficient to fulfill (x) any indemnification obligation of the Partnership pursuant to paragraph 13.4, or (y) any obligation of the Partnership to return some or all of the amounts received by the Partnership with respect to a Portfolio Investment (whether in connection with a breach of representations or warranties or otherwise), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability. The obligation to recontribute distributions under this paragraph 3.3(c)(ii) shall be applied pro rata in proportion to the aggregate distributions received by the Partners from the Partnership (in each case, with any in kind distributions valued as of the date of distribution): first, pursuant to paragraph 6.5(a)(ii) until such time as the total distributions recalled pursuant to this paragraph 3.3(c) equals the total di is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Fund Expenses (5.2(b)) from description (b) The Partnership shall bear all costs and expenses incurred in the holding, purchase, sale or exchange of Assets (whether or not ultimately consummated), including, but not by way of limitation, private placement fees, finder’s fees, interest on and fees and expenses arising out of borrowed money, real property or personal property taxes on investments, including documentary, recording, stamp and transfer taxes, brokerage fees or commissions, or other similar charges (including any merger fees payable to third parties), travel expenses, legal fees and expenses, expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Partnership, including claims by or against a governmental authority, audit and accounting fees, consulting fees relating to investments or proposed investments, taxes applicable to the Partnership on account of its operations, fees incurred in connection with the maintenance of bank or custodian accounts, and all ex is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Fund Expenses (5.2(b)) from description (b) The Partnership shall bear all costs and expenses incurred in the holding, purchase, sale or exchange of Assets (whether or not ultimately consummated), including, but not by way of limitation, private placement fees, finder’s fees, interest on and fees and expenses arising out of borrowed money, real property or personal property taxes on investments, including documentary, recording, stamp and transfer taxes, brokerage fees or commissions, or other similar charges (including any merger fees payable to third parties), travel expenses, legal fees and expenses, expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Partnership, including claims by or against a governmental authority, audit and accounting fees, consulting fees relating to investments or proposed investments, taxes applicable to the Partnership on account of its operations, fees incurred in connection with the maintenance of bank or custodian accounts, and all ex is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Organizational Expenses (6.5(c)) from description (c) The Partnership shall bear all organizational, syndication and marketing costs, fees, and expenses incurred by or on behalf of the General Partner or Management Company in connection with the formation and organization of the Partnership, any other Parallel Fund and the General Partner (including the definitive agreements related thereto), including but not limited to Registrar filing fees and legal and accounting fees and expenses incident thereto, provided that the General Partner shall bear all such organizational expenses in excess of $500,000. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Organizational Expenses (6.5(c)) from description (c) The Partnership shall bear all organizational, syndication and marketing costs, fees, and expenses incurred by or on behalf of the General Partner or Management Company in connection with the formation and organization of the Partnership, any other Parallel Fund and the General Partner (including the definitive agreements related thereto), including but not limited to Registrar filing fees and legal and accounting fees and expenses incident thereto, provided that the General Partner shall bear all such organizational expenses in excess of $500,000. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Audit (10.1) from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and otherwise in accordance with a recognized method of accounting selected by the General Partner, including without limitation tax basis accounting, and shall be audited at the end of each fiscal year by an independent public accountant selected by the General Partner and approved by the Cayman Islands Monetary Authority, and filed with the Cayman Islands Monetary Authority in accordance with the relevant provisions of the Private Funds Act (as revised). The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Audit (10.1) from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and otherwise in accordance with a recognized method of accounting selected by the General Partner, including without limitation tax basis accounting, and shall be audited at the end of each fiscal year by an independent public accountant selected by the General Partner and approved by the Cayman Islands Monetary Authority, and filed with the Cayman Islands Monetary Authority in accordance with the relevant provisions of the Private Funds Act (as revised). The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Withholding Obligations (6.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Withholding Obligations (6.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Capital Accounts (EXHIBIT; sec. 1.1) from description A separate Capital Account will be maintained for each Partner. That Partner’s Capital Account will from time to time be (i) increased by (A) the amount of money and the Gross Asset Value of any assets contributed (or deemed contributed) by the Partner to the Partnership (net of liabilities secured by the assets or to which the assets are subject), and (B) the Net Profits and any other items of income and gain specially allocated to the Partner under Paragraph 1.3 of this Exhibit A, and (ii) decreased by (A) the amount of money and the Gross Asset Value of any assets distributed to the Partner by the Partnership (net of liabilities secured by the assets or to which the assets are subject), and (B) the Net Losses and any other items of deduction and loss specially allocated to the Partner under Paragraph 1.3 of this Exhibit A. (b) In the event the Gross Asset Values of Partnership assets are adjusted, as contemplated in subparagraphs (ii) and (iii) of the definition of Gross Asset Valu is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Capital Accounts (EXHIBIT; sec. 1.1) from description A separate Capital Account will be maintained for each Partner. That Partner’s Capital Account will from time to time be (i) increased by (A) the amount of money and the Gross Asset Value of any assets contributed (or deemed contributed) by the Partner to the Partnership (net of liabilities secured by the assets or to which the assets are subject), and (B) the Net Profits and any other items of income and gain specially allocated to the Partner under Paragraph 1.3 of this Exhibit A, and (ii) decreased by (A) the amount of money and the Gross Asset Value of any assets distributed to the Partner by the Partnership (net of liabilities secured by the assets or to which the assets are subject), and (B) the Net Losses and any other items of deduction and loss specially allocated to the Partner under Paragraph 1.3 of this Exhibit A. (b) In the event the Gross Asset Values of Partnership assets are adjusted, as contemplated in subparagraphs (ii) and (iii) of the definition of Gross Asset Valu is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Allocations / Regulatory Allocations Special Allocations (EXHIBIT; sec. 1.2, 1.3, 1.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Allocations / Regulatory Allocations Special Allocations (EXHIBIT; sec. 1.2, 1.3, 1.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Reports (10.3, 10.4, 10.5) from description 10.3 Semi-Annual Reports --- The General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within sixty (60) days after the close of the second quarter of each fiscal year, a summary of acquisitions and dispositions of investments made by the Partnership during such six-month period and a list of investments then held together with a valuation of the investments then held and a brief statement on the affairs of the Partnership during such six-month period. 10.4 Annual Report; Financial Statements of the Partnership --- Beginning with the fiscal year that ends December 31, 2022, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within one hundred eighty (180) days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement, and a list of investments then held together with a valuation of the investments then hel is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Reports (10.3, 10.4, 10.5) from description 10.3 Semi-Annual Reports --- The General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within sixty (60) days after the close of the second quarter of each fiscal year, a summary of acquisitions and dispositions of investments made by the Partnership during such six-month period and a list of investments then held together with a valuation of the investments then held and a brief statement on the affairs of the Partnership during such six-month period. 10.4 Annual Report; Financial Statements of the Partnership --- Beginning with the fiscal year that ends December 31, 2022, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within one hundred eighty (180) days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement, and a list of investments then held together with a valuation of the investments then hel is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Valuation (11.1) from description (a) The following criteria shall be used for determining the fair market value of Assets: (i) If traded on one or more securities exchanges or quoted on the automated screen-based quotation and trade execution system operated by The NASDAQ OMX Group, Inc., or any successor thereto (“NASDAQ”), the value shall be deemed to be the Assets’ closing price on the principal of such exchanges on the valuation date. (ii) If actively traded over the counter, the value shall be deemed to be the average of the closing bid and ask prices of such Assets on the valuation date. (iii) If there is no active public market, the value shall be the fair market value thereof, as determined by the General Partner, taking into consideration the purchase price of the Assets, developments concerning the investee company subsequent to the acquisition of the Assets, any financial data and projections of the investee company provided to the General Partner, any contractual restrictions on sale of the Assets, indicat is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Valuation (11.1) from description (a) The following criteria shall be used for determining the fair market value of Assets: (i) If traded on one or more securities exchanges or quoted on the automated screen-based quotation and trade execution system operated by The NASDAQ OMX Group, Inc., or any successor thereto (“NASDAQ”), the value shall be deemed to be the Assets’ closing price on the principal of such exchanges on the valuation date. (ii) If actively traded over the counter, the value shall be deemed to be the average of the closing bid and ask prices of such Assets on the valuation date. (iii) If there is no active public market, the value shall be the fair market value thereof, as determined by the General Partner, taking into consideration the purchase price of the Assets, developments concerning the investee company subsequent to the acquisition of the Assets, any financial data and projections of the investee company provided to the General Partner, any contractual restrictions on sale of the Assets, indicat is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure FUnd Management II. Organizer is Shruti Ghandhi. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure FUnd Management II. Organizer is Shruti Ghandhi. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Term from description Until the Outside Date, but subject to unlimited one-year extensions by the Manager. "Outside Date" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the "Outside Date" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Term from description Until the Outside Date, but subject to unlimited one-year extensions by the Manager. "Outside Date" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the "Outside Date" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Closings from description following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Closings from description following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Fund Expenses from description Uncontroversial list of expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Fund Expenses from description Uncontroversial list of expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Allocations of Net Income and Net Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Allocations of Net Income and Net Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Partnership Representative (9.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Partnership Representative (9.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Tax Distributions from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Tax Distributions from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Reports from description No clause on provision of quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Reports from description No clause on provision of quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Valuation from description "Fair Market Value" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Valuation from description "Fair Market Value" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. Is the management fee offset by any such placement fees: N/A, no fee. NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. Is the management fee offset by any such placement fees: N/A, no fee. NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Follow-On Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow- on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Follow-On Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow- on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Fund Control Structure from description Delaware LP with Delaware LLC as general partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Fund Control Structure from description Delaware LP with Delaware LLC as general partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term GP Commitment from description At least 1%. Satisfied mostly through contribution of warehoused investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term GP Commitment from description At least 1%. Satisfied mostly through contribution of warehoused investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Management Fee from description Subject to paragraph 6.1(c), the Management Fee for each calendar quarter shall be an amount equal to one quarter of the Annual Fee Amount. The “Annual Fee Amount” shall be an amount equal to the Management Fee Percentage multiplied by the Committed Capital of the Limited Partners. The “Management Fee Percentage” shall be equal to two percent (2%) for (i) the Special Management Fee Period; and (ii) the calendar quarters beginning prior to the fifth (5th) anniversary of the Initial Closing Date. Thereafter, for the balance of the Partnership’s term, and commencing with the first full fiscal year that begins after the end of the Investment Period, the Management Fee Percentage shall be reduced annually by ten (10) basis points (i.e., by 0.1% per annum). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Management Fee from description Subject to paragraph 6.1(c), the Management Fee for each calendar quarter shall be an amount equal to one quarter of the Annual Fee Amount. The “Annual Fee Amount” shall be an amount equal to the Management Fee Percentage multiplied by the Committed Capital of the Limited Partners. The “Management Fee Percentage” shall be equal to two percent (2%) for (i) the Special Management Fee Period; and (ii) the calendar quarters beginning prior to the fifth (5th) anniversary of the Initial Closing Date. Thereafter, for the balance of the Partnership’s term, and commencing with the first full fiscal year that begins after the end of the Investment Period, the Management Fee Percentage shall be reduced annually by ten (10) basis points (i.e., by 0.1% per annum). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Investment Period from description The Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the fifth anniversary of the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Investment Period from description The Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the fifth anniversary of the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Term from description The term of the Partnership commenced upon the date of the filing of the Certificate of Limited Partnership of the Partnership with the office of the Secretary of State of the State of Delaware (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner dissolved as provided in paragraph 10.2. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to two (2) additional one (1) year periods, and upon the conclusion of the two extension periods, with the consent of a Majority in Interest of the Limited Partners, the General Partner may extend the Partnership term for additional one (1) year periods. The Management Fee during any extension period shall be as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Term from description The term of the Partnership commenced upon the date of the filing of the Certificate of Limited Partnership of the Partnership with the office of the Secretary of State of the State of Delaware (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner dissolved as provided in paragraph 10.2. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to two (2) additional one (1) year periods, and upon the conclusion of the two extension periods, with the consent of a Majority in Interest of the Limited Partners, the General Partner may extend the Partnership term for additional one (1) year periods. The Management Fee during any extension period shall be as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down Capital Commitments under this Agreement; provided that Capital Commitments reinvested by the Partnership shall not exceed 120% of aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}	###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down Capital Commitments under this Agreement; provided that Capital Commitments reinvested by the Partnership shall not exceed 120% of aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}
###Human: Determine if the accounting term Capital Contributions from description Standard mechanics here. 100% contribution at the closing upon which an LP is admitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Capital Contributions from description Standard mechanics here. 100% contribution at the closing upon which an LP is admitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Tax Distributions (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}	###Human: Determine if the accounting term Tax Distributions (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}
###Human: Determine if the accounting term Withholding Obligations (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Withholding Obligations (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 7.4 above, the General Partner, in its sole discretion, may make distributions of cash or Marketable Securities on a Portfolio Company by Portfolio Company basis as follows: (i) First, if at the time of a proposed distribution the Limited Partners have not previously received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 or otherwise (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1), equal to (A) the Partnership’s aggregate cost basis in the Securities of all Portfolio Company investments that have been realized, and (B) the Expense Recovery Amount measured at the time of such distribution (“Payback”), such distribution shall be made to all Partners in proportion to their respective Partnership Percentages until Payback is achieved. (ii) Thereafter, such distribution shall be made: (1) eighty percent (80%) to all Partners in proportion to their resp is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 7.4 above, the General Partner, in its sole discretion, may make distributions of cash or Marketable Securities on a Portfolio Company by Portfolio Company basis as follows: (i) First, if at the time of a proposed distribution the Limited Partners have not previously received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 or otherwise (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1), equal to (A) the Partnership’s aggregate cost basis in the Securities of all Portfolio Company investments that have been realized, and (B) the Expense Recovery Amount measured at the time of such distribution (“Payback”), such distribution shall be made to all Partners in proportion to their respective Partnership Percentages until Payback is achieved. (ii) Thereafter, such distribution shall be made: (1) eighty percent (80%) to all Partners in proportion to their resp is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term Closings from description LPA contains a late-closing interest fee. Not sure if there will be additional closings/if this will matter, but need to point it out. It is waivable by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term Closings from description LPA contains a late-closing interest fee. Not sure if there will be additional closings/if this will matter, but need to point it out. It is waivable by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}
###Human: Determine if the accounting term General Partner Clawback from description Standard GP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.	###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}	###Human: Determine if the accounting term General Partner Clawback from description Standard GP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}