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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 GP Clawback from description An interim clawback has been added: (e) Interim General Partner Give Back. If on (i) the GP Removal Date or (ii) the sixth anniversary or eighth anniversary of the Final Closing Date; provided that the Partnership is not in the process of dissolution or the General Partner believes that the Partnership will not be in the process of dissolution within the next 180 days (each such date for purposes of this Section 9.3(e), an “Interim Give Back Determination Date”), the General Partner has received any Carried Interest distributions, it shall calculate whether it would be obligated to contribute capital to the Partnership pursuant to Section 9.3(c) with respect to any Limited Partner if the Partnership had made a hypothetical final distribution of its assets on such Interim Give Back Determination Date in accordance with Section 9.3(b) (as adjusted in the following sentence) (with respect to each Limited Partner, an “Interim Give Back Obligation”), and the amount, if any, of such Interi 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 Clawback from description An interim clawback has been added: (e) Interim General Partner Give Back. If on (i) the GP Removal Date or (ii) the sixth anniversary or eighth anniversary of the Final Closing Date; provided that the Partnership is not in the process of dissolution or the General Partner believes that the Partnership will not be in the process of dissolution within the next 180 days (each such date for purposes of this Section 9.3(e), an “Interim Give Back Determination Date”), the General Partner has received any Carried Interest distributions, it shall calculate whether it would be obligated to contribute capital to the Partnership pursuant to Section 9.3(c) with respect to any Limited Partner if the Partnership had made a hypothetical final distribution of its assets on such Interim Give Back Determination Date in accordance with Section 9.3(b) (as adjusted in the following sentence) (with respect to each Limited Partner, an “Interim Give Back Obligation”), and the amount, if any, of such Interi 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 Removal from description Vote changed from 2/3 to 50% for Cause, and 80% to 50% for no Cause removal. Following sentence added to end of the paragraph: provided that, for the avoidance of doubt, Frozen Carried Interest may be distributed only out of Carried Interest distributions that are otherwise due to the replacement 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 Removal from description Vote changed from 2/3 to 50% for Cause, and 80% to 50% for no Cause removal. Following sentence added to end of the paragraph: provided that, for the avoidance of doubt, Frozen Carried Interest may be distributed only out of Carried Interest distributions that are otherwise due to the replacement 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 Reports from description Annual reports changed from 120 days to "as soon as reasonably practicable" K-1's changed from 120 to 180 days. 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 Annual reports changed from 120 days to "as soon as reasonably practicable" K-1's changed from 120 to 180 days. 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 Delaware LLC. GP is a Delaware LLC. Management Company may be appointed, not identified in the LPA but presumption is it would be a Delaware LLC. 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 Fund is a Delaware LLC. GP is a Delaware LLC. Management Company may be appointed, not identified in the LPA but presumption is it would be a Delaware LLC. 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 The aggregate amount committed to be contributed by the General Partner and Persons associated with the General Partner to the Partnership and the other Atman Capital Funds with respect to capital calls shall equal at least 1% of the aggregate subscriptions to the Atman Capital Funds 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 GP Commitment from description The aggregate amount committed to be contributed by the General Partner and Persons associated with the General Partner to the Partnership and the other Atman Capital Funds with respect to capital calls shall equal at least 1% of the aggregate subscriptions to the Atman Capital Funds 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 Management Fee from description The Management Fee shall be an aggregate amount calculated with respect to each Limited Partner equal to the product of the Subscription of such Limited Partner multiplied by (A) for the period commencing on the Initial Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the first anniversary of the Final Closing Date, 0.6875% (i.e., 2.75% per annum); (B) for the period commencing on the first anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the second anniversary of the Finals Closing Date, 0.625% (i.e., 2.50% per annum); (C) for the period commencing on the second anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the third anniversary of the Finals Closing Date, 0.5625% (i.e., 2.25% per annum); (D) for the period commencing on the third anniversary of the 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 The Management Fee shall be an aggregate amount calculated with respect to each Limited Partner equal to the product of the Subscription of such Limited Partner multiplied by (A) for the period commencing on the Initial Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the first anniversary of the Final Closing Date, 0.6875% (i.e., 2.75% per annum); (B) for the period commencing on the first anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the second anniversary of the Finals Closing Date, 0.625% (i.e., 2.50% per annum); (C) for the period commencing on the second anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the third anniversary of the Finals Closing Date, 0.5625% (i.e., 2.25% per annum); (D) for the period commencing on the third anniversary of the 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 (a) Director’s fees, consulting fees, commitment fees, monitoring fees, break-up fees and success fees or other remuneration (including any options, warrants or other equity securities but excluding reimbursement of expenses) paid during such year to the General Partner, the Management Company or any Principal by Portfolio Companies (other than Portfolio Companies with securities that are traded on a Public Securities Market) for services rendered by such Persons (“Portfolio Company Remuneration”) shall be used to reduce the Management Fee (but not below zero) by 100% of such amount, subject to 5.3.1(b) and (c). (b) The amount of any Portfolio Company Remuneration to be so applied shall be applied first against the quarterly payment next following the date of the determination of such net remuneration and then against each successive quarterly payment until such net remuneration has been fully utilized. (c) For purposes of 5.3.1(b), a fee reduction shall be deemed to have occurred when 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":true}	###Human: Determine if the accounting term Management Fee Offset from description (a) Director’s fees, consulting fees, commitment fees, monitoring fees, break-up fees and success fees or other remuneration (including any options, warrants or other equity securities but excluding reimbursement of expenses) paid during such year to the General Partner, the Management Company or any Principal by Portfolio Companies (other than Portfolio Companies with securities that are traded on a Public Securities Market) for services rendered by such Persons (“Portfolio Company Remuneration”) shall be used to reduce the Management Fee (but not below zero) by 100% of such amount, subject to 5.3.1(b) and (c). (b) The amount of any Portfolio Company Remuneration to be so applied shall be applied first against the quarterly payment next following the date of the determination of such net remuneration and then against each successive quarterly payment until such net remuneration has been fully utilized. (c) For purposes of 5.3.1(b), a fee reduction shall be deemed to have occurred when 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":true}
###Human: Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1, by an amount equal to one-fourth of any Organizational Expenses paid by the Partnership in excess of $300,000; provided that if the full amount of excess Organizational Expenses is not offset in such four-year period due to the application of 5.3.1 then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1 by the remaining amount of such excess Organizational 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":true}	###Human: Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1, by an amount equal to one-fourth of any Organizational Expenses paid by the Partnership in excess of $300,000; provided that if the full amount of excess Organizational Expenses is not offset in such four-year period due to the application of 5.3.1 then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1 by the remaining amount of such excess Organizational 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":true}
###Human: Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1 and 5.3.2. by an amount equal to one-fourth of any Placement Fees paid by the Partnership; provided that if the full amount of Placement Fees is not offset in such four-year period due to the application of 5.3.1 and/or 5.3.2, then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1 and 5.3.2, by the remaining amount of such Placement Fees. 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":true}	###Human: Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1 and 5.3.2. by an amount equal to one-fourth of any Placement Fees paid by the Partnership; provided that if the full amount of Placement Fees is not offset in such four-year period due to the application of 5.3.1 and/or 5.3.2, then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1 and 5.3.2, by the remaining amount of such Placement Fees. 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":true}
###Human: Determine if the accounting term Investment Period / Term from description The period commencing upon the Initial Closing Date and ending on the earlier to occur of (a) the third anniversary of the Final Closing Date (unless extended for one additional one-year period, to the fourth anniversary of the Final Closing Date, by the General Partner in its sole discretion) and (b) the date set forth in 6.1.4.2 shall be referred to herein as the “Investment Period.” (Note: the date set forth in 6.1.4.2 would be the date that is 6 months following a Key Person Event if the General Partner is unable to remedy the Key Person Event). The Partnership shall continue until the eighth (8th) anniversary of the Final Closing Date, unless its term is extended as provided in this 9.1, or unless it is sooner dissolved as provided in 9.2 or 9.3 or by operation of law. The term of the Partnership may be extended for one additional two-year period by the General Partner in its sole discretion, and for one additional two-year period by the General Partner with the consent of the Ad 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":true,"nonFoundational":false}	###Human: Determine if the accounting term Investment Period / Term from description The period commencing upon the Initial Closing Date and ending on the earlier to occur of (a) the third anniversary of the Final Closing Date (unless extended for one additional one-year period, to the fourth anniversary of the Final Closing Date, by the General Partner in its sole discretion) and (b) the date set forth in 6.1.4.2 shall be referred to herein as the “Investment Period.” (Note: the date set forth in 6.1.4.2 would be the date that is 6 months following a Key Person Event if the General Partner is unable to remedy the Key Person Event). The Partnership shall continue until the eighth (8th) anniversary of the Final Closing Date, unless its term is extended as provided in this 9.1, or unless it is sooner dissolved as provided in 9.2 or 9.3 or by operation of law. The term of the Partnership may be extended for one additional two-year period by the General Partner in its sole discretion, and for one additional two-year period by the General Partner with the consent of the Ad 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":true,"nonFoundational":false}
###Human: Determine if the accounting term Reinvestment of Capital from description The Partnership’s aggregate Total Investment with respect to all Portfolio Investments over the life of the Partnership shall not exceed 120% of the aggregate Subscriptions of all Partners. The “Total Investment” in a Portfolio Investment shall mean the sum of the aggregate purchase price paid by the Partnership for an equity investment in the Portfolio Investment, the principal amount of any loan to or debt investment in the Portfolio Investment by the Partnership, and the amount of any outstanding obligations of a Portfolio Company that have been paid pursuant to guarantees by the Partnership. For purposes of the above definition, (a) amounts invested in a Portfolio Investment that are realized, repaid, refinanced or otherwise recouped within eighteen (18) months of the Partnership making such Portfolio Investment or amounts received by the Partnership upon a sale or other disposition of a portion of a Portfolio Investment to another Atman Capital Fund pursuant to 3.6.3 shall be disr 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 Partnership’s aggregate Total Investment with respect to all Portfolio Investments over the life of the Partnership shall not exceed 120% of the aggregate Subscriptions of all Partners. The “Total Investment” in a Portfolio Investment shall mean the sum of the aggregate purchase price paid by the Partnership for an equity investment in the Portfolio Investment, the principal amount of any loan to or debt investment in the Portfolio Investment by the Partnership, and the amount of any outstanding obligations of a Portfolio Company that have been paid pursuant to guarantees by the Partnership. For purposes of the above definition, (a) amounts invested in a Portfolio Investment that are realized, repaid, refinanced or otherwise recouped within eighteen (18) months of the Partnership making such Portfolio Investment or amounts received by the Partnership upon a sale or other disposition of a portion of a Portfolio Investment to another Atman Capital Fund pursuant to 3.6.3 shall be disr 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 The General Partner is authorized to draw down additional capital contributions from time to time for any purposes contemplated under this Agreement (subject to 6.1.4 with respect to certain Portfolio Investments) upon not less than ten (10) business days’ prior written notice. Each Partner shall pay the capital contributions determined in accordance with the provisions of this 6.1.1 and specified in the relevant drawdown notice, as the same may be revised pursuant to 6.1.1(c). The required capital contribution of each Partner shall be made no later than the drawdown date specified in such drawdown notice. 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 The General Partner is authorized to draw down additional capital contributions from time to time for any purposes contemplated under this Agreement (subject to 6.1.4 with respect to certain Portfolio Investments) upon not less than ten (10) business days’ prior written notice. Each Partner shall pay the capital contributions determined in accordance with the provisions of this 6.1.1 and specified in the relevant drawdown notice, as the same may be revised pursuant to 6.1.1(c). The required capital contribution of each Partner shall be made no later than the drawdown date specified in such drawdown notice. 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 Return of Contributions Upon Admission of Additional Partner from description Amounts contributed by an Additional Limited Partner pursuant to 3.3.1 shall be treated in the following manner: (a) The sum of the amounts contributed by such Additional Limited Partner pursuant to (x) 3.3.1(a) (other than amounts so contributed that are attributable to the Management Fee) and (y) 3.3.1(b) (other than amounts so contributed that are attributable to interest with respect to the Management Fee), shall be distributed to the previously admitted Partners in proportion to their Contributions (other than Contributions used to pay Management Fees). In connection with any return of capital contributions pursuant to the preceding sentence, the General Partner may call an amount of capital from the previously admitted Partners pursuant to 6.1.1, in an aggregate amount up to the amount so distributed to such Partners pursuant to 6.2.2(a)(x). The General Partner may, in its discretion, offset the amounts to be distributed and contributed such that the actual amount of cash distrib 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":true}	###Human: Determine if the accounting term Return of Contributions Upon Admission of Additional Partner from description Amounts contributed by an Additional Limited Partner pursuant to 3.3.1 shall be treated in the following manner: (a) The sum of the amounts contributed by such Additional Limited Partner pursuant to (x) 3.3.1(a) (other than amounts so contributed that are attributable to the Management Fee) and (y) 3.3.1(b) (other than amounts so contributed that are attributable to interest with respect to the Management Fee), shall be distributed to the previously admitted Partners in proportion to their Contributions (other than Contributions used to pay Management Fees). In connection with any return of capital contributions pursuant to the preceding sentence, the General Partner may call an amount of capital from the previously admitted Partners pursuant to 6.1.1, in an aggregate amount up to the amount so distributed to such Partners pursuant to 6.2.2(a)(x). The General Partner may, in its discretion, offset the amounts to be distributed and contributed such that the actual amount of cash distrib 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":true}
###Human: Determine if the accounting term Distributions - Carry from description (a) Notwithstanding anything to the contrary in this Article 7, the General Partner may elect not to receive part or all of any distribution to which it would otherwise be entitled under this Agreement with respect to a Limited Partner and instead cause such amount to be distributed to such Limited Partner which amount shall be treated as distributed pursuant to the applicable provisions of 7.2.1 (all such amounts forgone or waived pursuant to this 7.1.4, the “Waived Carried Interest Distributions”); provided, however, that subject to 7.1.4(b), the General Partner, in its discretion, may subsequently distribute to itself, out of funds available therefor, additional amounts up to the amount that would result in the General Partner receiving aggregate cumulative distributions equal to what it would have received had the General Partner not elected to forgo all or a portion of any distribution in accordance with this 7.1.4(a). (b) In the event that the General Partner has made an election 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 - Carry from description (a) Notwithstanding anything to the contrary in this Article 7, the General Partner may elect not to receive part or all of any distribution to which it would otherwise be entitled under this Agreement with respect to a Limited Partner and instead cause such amount to be distributed to such Limited Partner which amount shall be treated as distributed pursuant to the applicable provisions of 7.2.1 (all such amounts forgone or waived pursuant to this 7.1.4, the “Waived Carried Interest Distributions”); provided, however, that subject to 7.1.4(b), the General Partner, in its discretion, may subsequently distribute to itself, out of funds available therefor, additional amounts up to the amount that would result in the General Partner receiving aggregate cumulative distributions equal to what it would have received had the General Partner not elected to forgo all or a portion of any distribution in accordance with this 7.1.4(a). (b) In the event that the General Partner has made an election 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 Except as otherwise provided in this Agreement, the amount apportioned to the General Partner shall be distributed to the General Partner and the amount apportioned to each Limited Partner shall be distributed as follows: (a) First, 100% to each such Limited Partner until the cumulative amount distributed to such Limited Partner pursuant to this 7.2.1(a) is equal in the aggregate to such Limited Partner’s Contributions; and (b) Thereafter, 80% to such Limited Partner and 20% to the 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 Distributions - Discretionary from description Except as otherwise provided in this Agreement, the amount apportioned to the General Partner shall be distributed to the General Partner and the amount apportioned to each Limited Partner shall be distributed as follows: (a) First, 100% to each such Limited Partner until the cumulative amount distributed to such Limited Partner pursuant to this 7.2.1(a) is equal in the aggregate to such Limited Partner’s Contributions; and (b) Thereafter, 80% to such Limited Partner and 20% to the 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 Returnable Distributions from description (a) To facilitate the distribution of cash or property to the Partners received upon the sale or exchange of Portfolio Investments in circumstances in which the Partnership may have a continuing obligation to return some portion of such cash or property as a result of an indemnification or similar obligation on the part of the Partnership arising out of such sale or exchange transaction, whether in connection with a breach of representations or warranties or otherwise, the General Partner may cause the Partnership to distribute cash or property to the Partners subject to the requirement that an amount of cash equal to all or a portion of such cash or property be returned to the Partnership to satisfy such indemnification or similar obligation. The total amount to be returned to the Partnership pursuant to this 6.2.4.2(a) shall be allocated among the Partners based on the difference between the original amount distributed to each Partner pursuant to 7.2.1 with respect to such Portfolio 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":true}	###Human: Determine if the accounting term Returnable Distributions from description (a) To facilitate the distribution of cash or property to the Partners received upon the sale or exchange of Portfolio Investments in circumstances in which the Partnership may have a continuing obligation to return some portion of such cash or property as a result of an indemnification or similar obligation on the part of the Partnership arising out of such sale or exchange transaction, whether in connection with a breach of representations or warranties or otherwise, the General Partner may cause the Partnership to distribute cash or property to the Partners subject to the requirement that an amount of cash equal to all or a portion of such cash or property be returned to the Partnership to satisfy such indemnification or similar obligation. The total amount to be returned to the Partnership pursuant to this 6.2.4.2(a) shall be allocated among the Partners based on the difference between the original amount distributed to each Partner pursuant to 7.2.1 with respect to such Portfolio 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":true}
###Human: Determine if the accounting term Borrowing from description The General Partner, on behalf and in the name of the Partnership, may borrow money on a short-term basis, in an aggregate amount outstanding at any time not exceeding 15% of the aggregate Subscriptions of all 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":false,"nonFoundational":true}	###Human: Determine if the accounting term Borrowing from description The General Partner, on behalf and in the name of the Partnership, may borrow money on a short-term basis, in an aggregate amount outstanding at any time not exceeding 15% of the aggregate Subscriptions of all 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":false,"nonFoundational":true}
###Human: Determine if the accounting term Closings from description (a) Each such Additional Limited Partner shall contribute, on or after the date of its admission or the acceptance of its additional Subscription, an amount (not including any contributions pursuant to 3.3.1(b) below) that results (after giving effect to the distributions in 6.2.2(a)) in (i) the Additional Limited Partner’s Contribution (not including for this purpose any contribution with respect to the Management Fee) bearing the same ratio to its Subscription as the Contributions (not including for this purpose any contributions with respect to the Management Fee) of the other non-defaulting Limited Partners bear to their Subscriptions and (ii) the Additional Limited Partner having contributed an amount with respect to the Management Fee as if its Subscription (or with respect to an additional Subscription by an existing Limited Partner, the additional Subscription) had been in effect on the Initial Closing Date; and (b) Each such Additional Limited Partner admitted later than three 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 Closings from description (a) Each such Additional Limited Partner shall contribute, on or after the date of its admission or the acceptance of its additional Subscription, an amount (not including any contributions pursuant to 3.3.1(b) below) that results (after giving effect to the distributions in 6.2.2(a)) in (i) the Additional Limited Partner’s Contribution (not including for this purpose any contribution with respect to the Management Fee) bearing the same ratio to its Subscription as the Contributions (not including for this purpose any contributions with respect to the Management Fee) of the other non-defaulting Limited Partners bear to their Subscriptions and (ii) the Additional Limited Partner having contributed an amount with respect to the Management Fee as if its Subscription (or with respect to an additional Subscription by an existing Limited Partner, the additional Subscription) had been in effect on the Initial Closing Date; and (b) Each such Additional Limited Partner admitted later than three 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 In-Kind Distributions from description Except as authorized by the General Partner and approved in advance by a majority-in-interest of the Atman Capital Investors, all distributions made before the commencement of the liquidation of the Partnership’s assets pursuant to Article 10 shall consist of cash or Freely Tradable Securities. Each lot of securities to be distributed in kind shall be distributed to the Partners in proportion to their respective shares of the proposed distribution as provided in Article 7 or Article 10, as the case may be, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. 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":true}	###Human: Determine if the accounting term In-Kind Distributions from description Except as authorized by the General Partner and approved in advance by a majority-in-interest of the Atman Capital Investors, all distributions made before the commencement of the liquidation of the Partnership’s assets pursuant to Article 10 shall consist of cash or Freely Tradable Securities. Each lot of securities to be distributed in kind shall be distributed to the Partners in proportion to their respective shares of the proposed distribution as provided in Article 7 or Article 10, as the case may be, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. 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":true}
###Human: Determine if the accounting term General Partner Clawback from description After the Partnership has made its final distribution of assets pursuant to 10.2, if with respect to any Limited Partner other than a Defaulting Partner, (a) the amount of Carried Interest Distributions received by the General Partner with respect to such Limited Partner exceeds (b) the amount of Carried Interest Distributions the General Partner would have received with respect to such Limited Partner had all distributions by the Partnership to the Partners had been made at one time pursuant to Article 7 (provided, however, that for such purpose any distributions made by the Partnership in-kind shall be valued as of their respective dates of distribution) (the amount of such excess distributions with respect to a Limited Partner, the “Shortfall Amount”), then the General Partner shall return to the Partnership for distribution to such Limited Partner an amount equal to the lesser of (x) the Shortfall Amount or (y) the amount of the aggregate Carried Interest Distributions received by 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 After the Partnership has made its final distribution of assets pursuant to 10.2, if with respect to any Limited Partner other than a Defaulting Partner, (a) the amount of Carried Interest Distributions received by the General Partner with respect to such Limited Partner exceeds (b) the amount of Carried Interest Distributions the General Partner would have received with respect to such Limited Partner had all distributions by the Partnership to the Partners had been made at one time pursuant to Article 7 (provided, however, that for such purpose any distributions made by the Partnership in-kind shall be valued as of their respective dates of distribution) (the amount of such excess distributions with respect to a Limited Partner, the “Shortfall Amount”), then the General Partner shall return to the Partnership for distribution to such Limited Partner an amount equal to the lesser of (x) the Shortfall Amount or (y) the amount of the aggregate Carried Interest Distributions received by 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 Expenses from description Partnership Expenses borne by the Partnership shall include, without limitation: the Management Fee; Organizational Expenses (subject to 5.3.2); Placement Fees (subject to 5.3.3); liquidation expenses of the Partnership; any taxes (other than a Tax Liability), fees or government charges which may be assessed against the Partnership; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities and Digital Assets (including any merger fees payable to third parties and whether or not any such purchase or sale is consummated); expenses of members of the Advisory Committee (including reasonable travel-related costs and expenses); the costs and expenses (including travel-related expenses) of hosting annual and special meetings for the Partnership, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group; the costs and expenses associated with attending industry conferences and marketing 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":true}	###Human: Determine if the accounting term Fund Expenses from description Partnership Expenses borne by the Partnership shall include, without limitation: the Management Fee; Organizational Expenses (subject to 5.3.2); Placement Fees (subject to 5.3.3); liquidation expenses of the Partnership; any taxes (other than a Tax Liability), fees or government charges which may be assessed against the Partnership; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities and Digital Assets (including any merger fees payable to third parties and whether or not any such purchase or sale is consummated); expenses of members of the Advisory Committee (including reasonable travel-related costs and expenses); the costs and expenses (including travel-related expenses) of hosting annual and special meetings for the Partnership, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group; the costs and expenses associated with attending industry conferences and marketing 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":true}
###Human: Determine if the accounting term Fund Expenses from description Organizational expense cap of $300,000 with excess being offset against management fee. 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 Fund Expenses from description Organizational expense cap of $300,000 with excess being offset against management fee. 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 Audit from description The General Partner shall use commercially reasonable efforts to transmit to each Partner, within ninety (90) days after the close of each fiscal year (commencing with the fiscal year in which the Initial Drawdown Date occurs), the financial statements of the Partnership for such fiscal year. Such financial statements shall be prepared in accordance with the Applicable Accounting Standards or another comprehensive basis of accounting, in each case consistently applied in accordance with the terms of this Agreement (provided that if such financial statements are prepared in accordance with a comprehensive basis of accounting other than the Applicable Accounting Standards, then the General Partner shall provide, in addition to such financial statements, an unaudited statement of the Capital Accounts of the Partners for such fiscal year prepared in accordance with the Applicable Accounting Standards consistently applied in accordance with the terms of this Agreement except that (x) Partne 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 Audit from description The General Partner shall use commercially reasonable efforts to transmit to each Partner, within ninety (90) days after the close of each fiscal year (commencing with the fiscal year in which the Initial Drawdown Date occurs), the financial statements of the Partnership for such fiscal year. Such financial statements shall be prepared in accordance with the Applicable Accounting Standards or another comprehensive basis of accounting, in each case consistently applied in accordance with the terms of this Agreement (provided that if such financial statements are prepared in accordance with a comprehensive basis of accounting other than the Applicable Accounting Standards, then the General Partner shall provide, in addition to such financial statements, an unaudited statement of the Capital Accounts of the Partners for such fiscal year prepared in accordance with the Applicable Accounting Standards consistently applied in accordance with the terms of this Agreement except that (x) Partne 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 Reports from description The General Partner shall use commercially reasonable efforts to furnish to each Limited Partner, within ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the Partnership, unaudited financial statements of the Partnership for the quarter then ended. 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 The General Partner shall use commercially reasonable efforts to furnish to each Limited Partner, within ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the Partnership, unaudited financial statements of the Partnership for the quarter then ended. 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 The General Partner shall use commercially reasonable efforts to transmit to each Partner, within ninety (90) days after the close of each fiscal year, such Partner’s Schedule K-1 (Internal Revenue Service Form 1065) or an equivalent report indicating such Partner’s share of all items of income or gain, expense, loss or other deduction and tax credit of the Partnership for such year, as well as the status of such Partner’s Capital Account as of the end of such year, and such additional information as such Partner reasonably may request to enable it to complete its tax returns or to fulfill any other reporting requirements, provided that the General Partner can obtain such additional information without unreasonable effort or expense. 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 The General Partner shall use commercially reasonable efforts to transmit to each Partner, within ninety (90) days after the close of each fiscal year, such Partner’s Schedule K-1 (Internal Revenue Service Form 1065) or an equivalent report indicating such Partner’s share of all items of income or gain, expense, loss or other deduction and tax credit of the Partnership for such year, as well as the status of such Partner’s Capital Account as of the end of such year, and such additional information as such Partner reasonably may request to enable it to complete its tax returns or to fulfill any other reporting requirements, provided that the General Partner can obtain such additional information without unreasonable effort or expense. 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 Co-Investments with Parallel Funds from description Except (a) where restricted or prohibited by law, rule, regulation or other applicable restriction, or (b) where the potential returns to investors in the Partnership or a Parallel Fund would be unattractive due to tax, legal, regulatory or other considerations, a Parallel Fund shall invest in every investment made by the Partnership (other than Temporary Investments) at the same time and on substantially the same terms as the Partnership. Except as otherwise determined by the Advisory Committee, investments shall be allocated between and among the Partnership and any Parallel Funds in proportion to the capital of each entity available for investment, to the extent practicable. The Partnership and any Parallel Funds shall dispose of their investments at the same time, on substantially the same terms, and in the same relative amounts, to the extent practicable. The Partnership and any Parallel Fund shall share common fees and expenses related to Portfolio Investments in proportion to th 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 Co-Investments with Parallel Funds from description Except (a) where restricted or prohibited by law, rule, regulation or other applicable restriction, or (b) where the potential returns to investors in the Partnership or a Parallel Fund would be unattractive due to tax, legal, regulatory or other considerations, a Parallel Fund shall invest in every investment made by the Partnership (other than Temporary Investments) at the same time and on substantially the same terms as the Partnership. Except as otherwise determined by the Advisory Committee, investments shall be allocated between and among the Partnership and any Parallel Funds in proportion to the capital of each entity available for investment, to the extent practicable. The Partnership and any Parallel Funds shall dispose of their investments at the same time, on substantially the same terms, and in the same relative amounts, to the extent practicable. The Partnership and any Parallel Fund shall share common fees and expenses related to Portfolio Investments in proportion to th 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 among Funds from description If, upon subsequent closings of the Atman Capital Funds, there is a change in the ratios of the aggregate capital commitments made to each such fund to the aggregate capital commitments made to all such funds, then the General Partner (a) may adjust the allocation of existing Portfolio Investments between and among such funds, including by transferring a portion of investments from one fund to another, and (b) may adjust the relative amounts paid by such funds in respect of expenses, to reflect as nearly as practicable the situation that would have existed if the respective aggregate capital commitments made to each fund had always been in the same relative proportions as those in effect after the change in the ratio of capital commitments. 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 among Funds from description If, upon subsequent closings of the Atman Capital Funds, there is a change in the ratios of the aggregate capital commitments made to each such fund to the aggregate capital commitments made to all such funds, then the General Partner (a) may adjust the allocation of existing Portfolio Investments between and among such funds, including by transferring a portion of investments from one fund to another, and (b) may adjust the relative amounts paid by such funds in respect of expenses, to reflect as nearly as practicable the situation that would have existed if the respective aggregate capital commitments made to each fund had always been in the same relative proportions as those in effect after the change in the ratio of capital commitments. 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 LP Excuse from description In its sole and absolute discretion, the General Partner may agree with a Limited Partner (in connection with the admission of such Limited Partner to the Partnership) to treat one or more specifically identified classes of actual or prospective Portfolio Investments as “Excused Investments” with respect to such Limited Partner (the “Excused Limited Partner”). If the Partnership invests in an Excused Investment, each applicable Excused Limited Partner shall not: (i) be permitted or obligated to contribute capital to the Partnership pursuant to a capital call (or portion thereof) issued pursuant to 6.1 for the purpose of funding the acquisition of such Excused Investment (but there shall be no adjustment to capital calls or contributions that were not issued or made for such purpose, even if capital associated therewith is actually used to acquire such Excused Investment); (ii) be allocated pursuant to 8.2 items of income, gains or loss attributable to such Excused Investment; (iii) re 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":true}	###Human: Determine if the accounting term LP Excuse from description In its sole and absolute discretion, the General Partner may agree with a Limited Partner (in connection with the admission of such Limited Partner to the Partnership) to treat one or more specifically identified classes of actual or prospective Portfolio Investments as “Excused Investments” with respect to such Limited Partner (the “Excused Limited Partner”). If the Partnership invests in an Excused Investment, each applicable Excused Limited Partner shall not: (i) be permitted or obligated to contribute capital to the Partnership pursuant to a capital call (or portion thereof) issued pursuant to 6.1 for the purpose of funding the acquisition of such Excused Investment (but there shall be no adjustment to capital calls or contributions that were not issued or made for such purpose, even if capital associated therewith is actually used to acquire such Excused Investment); (ii) be allocated pursuant to 8.2 items of income, gains or loss attributable to such Excused Investment; (iii) re 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":true}
###Human: Determine if the accounting term Tax Sections from description 7.3, 7.4, Article 8, 14.8 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 Sections from description 7.3, 7.4, Article 8, 14.8 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 from description Whenever valuation of Partnership assets or net assets is required by this Agreement, the General Partner shall determine the fair market value thereof in good faith in accordance with this 14.4. Such determination by the General Partner shall be binding and conclusive for all purposes under this Agreement. The General Partner’s determination of the fair market value of all other assets of the Partnership shall be based upon all relevant factors, which may include, without limitation: (a) the current financial position and current and historical operating results of the issuer; (b) sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in the over-the-counter market; (c) general level of interest rates; (d) recent trading volume of the security; (e) restrictions on transfer, including the Partnership’s right, if any, to require registration of its securities by th 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 from description Whenever valuation of Partnership assets or net assets is required by this Agreement, the General Partner shall determine the fair market value thereof in good faith in accordance with this 14.4. Such determination by the General Partner shall be binding and conclusive for all purposes under this Agreement. The General Partner’s determination of the fair market value of all other assets of the Partnership shall be based upon all relevant factors, which may include, without limitation: (a) the current financial position and current and historical operating results of the issuer; (b) sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in the over-the-counter market; (c) general level of interest rates; (d) recent trading volume of the security; (e) restrictions on transfer, including the Partnership’s right, if any, to require registration of its securities by th 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 — General. from description 7.3.1 Except as provided in 7.3.2 and subject to 7.3.3 and 7.3.4, the Partnership shall distribute to each Partner (including any Tax-Exempt Partners) in cash, with respect to each fiscal year, either during such year or within ninety (90) days thereafter, an amount (a “Tax Distribution”) equal to the aggregate national, provincial, state and local income tax liability such Partner would have incurred as a result of such Partner’s ownership of an interest in the Partnership, determined as follows: (a) For each fiscal year of the Partnership, the General Partner shall identify a jurisdiction (the “Designated Jurisdiction”) (i) in which the General Partner or any direct or indirect beneficial owner of any equity interest in the General Partner is subject to income tax on such Person’s direct or indirect allocable share of income of the Partnership for the fiscal year with respect to which the Tax Distribution is made, and (ii) that the General Partner determines in its reasonable discre 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 — General. from description 7.3.1 Except as provided in 7.3.2 and subject to 7.3.3 and 7.3.4, the Partnership shall distribute to each Partner (including any Tax-Exempt Partners) in cash, with respect to each fiscal year, either during such year or within ninety (90) days thereafter, an amount (a “Tax Distribution”) equal to the aggregate national, provincial, state and local income tax liability such Partner would have incurred as a result of such Partner’s ownership of an interest in the Partnership, determined as follows: (a) For each fiscal year of the Partnership, the General Partner shall identify a jurisdiction (the “Designated Jurisdiction”) (i) in which the General Partner or any direct or indirect beneficial owner of any equity interest in the General Partner is subject to income tax on such Person’s direct or indirect allocable share of income of the Partnership for the fiscal year with respect to which the Tax Distribution is made, and (ii) that the General Partner determines in its reasonable discre 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 Advances to Pay Estimated Taxes. from description 7.3.3 The Partnership may make distributions to all Partners (including any Tax-Exempt Partners) during any Partnership fiscal year to enable the Partners to satisfy their liability to make estimated tax payments with respect to such fiscal year or the preceding fiscal year based on calculations of the Partners’ estimated tax liability made in accordance with 7.3.1. Any such distributions shall be deemed to be Tax Distributions except to the extent they are required to be returned to the Partnership pursuant to the next succeeding sentence. If the aggregate amount of distributions made to the General Partner for estimated taxes with respect to any fiscal year exceeds the tax liability of the General Partner with respect to such fiscal year (calculated as of the end of such fiscal year pursuant to 7.3.1), the General Partner shall treat such excess as an advance and shall promptly return such excess to the Partnership without interest by December 31st of the fiscal year following the fi 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 Advances to Pay Estimated Taxes. from description 7.3.3 The Partnership may make distributions to all Partners (including any Tax-Exempt Partners) during any Partnership fiscal year to enable the Partners to satisfy their liability to make estimated tax payments with respect to such fiscal year or the preceding fiscal year based on calculations of the Partners’ estimated tax liability made in accordance with 7.3.1. Any such distributions shall be deemed to be Tax Distributions except to the extent they are required to be returned to the Partnership pursuant to the next succeeding sentence. If the aggregate amount of distributions made to the General Partner for estimated taxes with respect to any fiscal year exceeds the tax liability of the General Partner with respect to such fiscal year (calculated as of the end of such fiscal year pursuant to 7.3.1), the General Partner shall treat such excess as an advance and shall promptly return such excess to the Partnership without interest by December 31st of the fiscal year following the fi 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 Reallocated Net Income. from description 8.2.2 (a) Prior to the application of 8.2.1 with respect to any fiscal year or other period, to the extent the General Partner has properly elected to waive Designated Net Income as provided in the definition thereof (i) any Designated Net Income of the Partnership with respect to such taxable year or other period in respect of a Portfolio Company investment shall be allocated to the Partners in accordance with their Sharing Percentages (or as otherwise reasonably determined by the General Partner) and (ii) if any items allocated to the Partners pursuant to the preceding clause (i) would have been allocated to the General Partner in respect of its entitlement to Carried Interest Distributions in the absence of the preceding clause (i) (such items, “Reallocated Net Income”), Post-Waiver Net Income (or items thereof) otherwise allocable to such Limited Partner, other than any Reallocated Net Income, subsequently or contemporaneously to be allocated, shall be first allocated to the Genera 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 Reallocated Net Income. from description 8.2.2 (a) Prior to the application of 8.2.1 with respect to any fiscal year or other period, to the extent the General Partner has properly elected to waive Designated Net Income as provided in the definition thereof (i) any Designated Net Income of the Partnership with respect to such taxable year or other period in respect of a Portfolio Company investment shall be allocated to the Partners in accordance with their Sharing Percentages (or as otherwise reasonably determined by the General Partner) and (ii) if any items allocated to the Partners pursuant to the preceding clause (i) would have been allocated to the General Partner in respect of its entitlement to Carried Interest Distributions in the absence of the preceding clause (i) (such items, “Reallocated Net Income”), Post-Waiver Net Income (or items thereof) otherwise allocable to such Limited Partner, other than any Reallocated Net Income, subsequently or contemporaneously to be allocated, shall be first allocated to the Genera 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 Reporting Consistency. from description 14.8.6 For United States federal, state and local income tax purposes, each Limited Partner shall report the tax items attributable to its participation in the Partnership on its income tax returns in a manner consistent with the tax treatment of such items as reported to it by the Partnership. 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 Reporting Consistency. from description 14.8.6 For United States federal, state and local income tax purposes, each Limited Partner shall report the tax items attributable to its participation in the Partnership on its income tax returns in a manner consistent with the tax treatment of such items as reported to it by the Partnership. 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 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 Contributions 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 Israeli Tax Sections from description See PPM page 43. 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 Israeli Tax Sections from description See PPM page 43. 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 K-1 Timing 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 K-1 Timing 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 Fund Control Structure from description Delaware limited partnership, Delaware LLC as 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 Fund Control Structure from description Delaware limited partnership, Delaware LLC as 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 GP Commitment from description No GP Commitment 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 No GP Commitment 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 The “Management Fee Percentage” shall be (i) 2.5% (i.e., 10% annually) for the first year following the Partnership’s Activation Date, (ii) 1% (i.e., 4% annually) for the second year following the Partnership’s Activation Date; (iii) 0.5% (i.e., 2% annually) for the third year following the Partnership’s Activation Date; and beginning with the fourth year following the Partnership’s Activation Date, 0.00%. There is no management fee on the GP Commitment. This is handled by the Special Periodic Distributions provision in Section 7.7. 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 The “Management Fee Percentage” shall be (i) 2.5% (i.e., 10% annually) for the first year following the Partnership’s Activation Date, (ii) 1% (i.e., 4% annually) for the second year following the Partnership’s Activation Date; (iii) 0.5% (i.e., 2% annually) for the third year following the Partnership’s Activation Date; and beginning with the fourth year following the Partnership’s Activation Date, 0.00%. There is no management fee on the GP Commitment. This is handled by the Special Periodic Distributions provision in Section 7.7. 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}