Datasets:
id stringlengths 5 11 | document_id stringclasses 152
values | text stringlengths 116 16.8k | labels listlengths 1 1 | metadata dict |
|---|---|---|---|---|
dev:169 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "accuracy-of-target-capitalization-r-w-outstanding-shares-bringdown-standard-answer-accurate-in-all-material-respects",
"label": "Accurate in all material respects",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 3: Accuracy of Tar... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Accurate in all material respects",
"label": "0",
"question": "Accuracy of Target Capitalization R&W (outstanding shares): Bringdown Standard Answer",
"subquestion": "<NONE>",
"text_type": "Accuracy of Target R&W Closing Condition",
"id": ... |
dev:236 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "accuracy-of-fundamental-target-r-ws-bringdown-standard-accurate-in-all-material-respects",
"label": "Accurate in all material respects",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 4: Accuracy of Fundamental Target R&Ws: Bringd... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Accurate in all material respects",
"label": "1",
"question": "Accuracy of Fundamental Target R&Ws: Bringdown Standard",
"subquestion": "<NONE>",
"text_type": "Accuracy of Target R&W Closing Condition",
"id": "9",
"category": "Conditions... |
dev:1099 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "materiality-mae-scrape-applies-to-capitalization-r-ws-not-selected",
"label": "Capitalization R&Ws: not selected",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 6: Materiality/MAE Scrape applies to[MULTILABEL]\n\t\tANSWER 1: Capi... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "General R&Ws",
"label": "0",
"question": "Materiality/MAE Scrape applies to",
"subquestion": "Capitalization R&Ws",
"text_type": "Accuracy of Target R&W Closing Condition",
"id": "11-0",
"category": "Conditions to Closing",
"position":... |
dev:1648 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "fls-mae-standard-answer-would-reasonably-be-expected-to",
"label": "\"Would\" (reasonably) be expected to",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 6: FLS (MAE) Standard-Answer\n\t\tANSWER 1: \"Could\" (reasonably) be expected to\n\t\tANSWER 2: \"... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "\"Would\" (reasonably) be expected to",
"label": "2",
"question": "FLS (MAE) Standard-Answer",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "26",
"category": "Material Adverse Effect",
"position": 1648,
"source_split... |
dev:1736 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "general-political-and-or-social-conditions-y-n-yes",
"label": "Yes",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 8: General political and/or social conditions (Y/N)\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubquestion: <NONE>\nAnswer: Yes"
}
] | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "General political and/or social conditions (Y/N)",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "28",
"category": "Material Adverse Effect",
"position": 1736,
"source_split": "dev",
... |
dev:2218 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "a-p-c-application-to-answer-consummation-selected",
"label": "consummation: selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 19: A/P/C application to-Answer [MULTILABEL]\n\t\tANSWER 1: No\n\t\tANSWER 2: announcement\n\t\tANSWER 3: consummation\n... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "announcement, pendency, consummation",
"label": "1",
"question": "A/P/C application to-Answer",
"subquestion": "consummation",
"text_type": "MAE Definition",
"id": "39-2",
"category": "Material Adverse Effect",
"position": 2218,
"sou... |
dev:2331 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "failure-to-meet-projections-subject-to-disproportionate-impact-modifier-no",
"label": "No",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 21: Failure to meet projections: subject to \"disproportionate impact\" modifier\n\t\tANSWER 1: No\n\t\tANSWER 2: Y... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "No",
"label": "0",
"question": "Failure to meet projections: subject to \"disproportionate impact\" modifier",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "43",
"category": "Material Adverse Effect",
"position": 2331,... |
dev:2365 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "changes-in-market-price-trading-volume-of-target-s-securities-or-credit-rating-y-n-yes",
"label": "Yes",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 22: Changes in market price/trading volume of Target's securities or credit rating (Y/N)\n\t\tANSWER 1... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "Changes in market price/trading volume of Target's securities or credit rating (Y/N)",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "44",
"category": "Material Adverse Effect",
"positio... |
dev:2541 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "w-n-a-f-applies-to-answer-no-not-selected",
"label": "No: not selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 25: W/N/A/F applies to-Answer [MULTILABEL]\n\t\tANSWER 1: \"act of God\"\n\t\tANSWER 2: Natural disaster\n\t\tANSWER 3: No\n\t\tANSWER... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "War or terrorism, Natural disaster",
"label": "0",
"question": "W/N/A/F applies to-Answer",
"subquestion": "No",
"text_type": "MAE Definition",
"id": "47-2",
"category": "Material Adverse Effect",
"position": 2541,
"source_split": "d... |
dev:2687 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "w-n-a-f-subject-to-disproportionate-impact-answer-act-of-god-not-selected",
"label": "\"act of God\": not selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 26: W/N/A/F subject to \"disproportionate impact\"-Answer[MULTILABEL]\n\t\tANSWER 1: \"act... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "War or terrorism, Natural disaster",
"label": "0",
"question": "W/N/A/F subject to \"disproportionate impact\"-Answer",
"subquestion": "\"act of God\"",
"text_type": "MAE Definition",
"id": "48-0",
"category": "Material Adverse Effect",
... |
dev:2836 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "w-n-a-f-subject-to-disproportionate-impact-answer-war-or-terrorism-selected",
"label": "War or terrorism: selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 26: W/N/A/F subject to \"disproportionate impact\"-Answer[MULTILABEL]\n\t\tANSWER 1: \"act... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "War or terrorism, Natural disaster",
"label": "1",
"question": "W/N/A/F subject to \"disproportionate impact\"-Answer",
"subquestion": "War or terrorism",
"text_type": "MAE Definition",
"id": "48-3",
"category": "Material Adverse Effect"... |
dev:2989 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "pandemic-or-other-public-health-event-specific-reference-to-pandemic-related-governmental-responses-or-measures-yes",
"label": "Yes",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 29: Pandemic or other public health event: specific reference to pandemic... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "Pandemic or other public health event: specific reference to pandemic-related governmental responses or measures",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "51",
"category": "Material... |
dev:3094 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "actions-taken-with-consent-or-approval-of-buyer-answer-y-n-yes",
"label": "Yes",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 32: Actions taken with consent or approval of Buyer-Answer (Y/N)\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubquestion: <NONE>\nAn... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "Actions taken with consent or approval of Buyer-Answer (Y/N)",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "54",
"category": "Material Adverse Effect",
"position": 3094,
"source_spli... |
dev:3243 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "relational-language-mae-carveout-answer-dropdown-arising-from-out-of-not-selected",
"label": "\"Arising from/out of\": not selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 38: Relational language (MAE carveout)-Answer (Dropdown) [MULTILABEL]\n\t... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "\"Resulting from\"",
"label": "0",
"question": "Relational language (MAE carveout)-Answer (Dropdown)",
"subquestion": "\"Arising from/out of\"",
"text_type": "MAE Definition",
"id": "61-0",
"category": "Material Adverse Effect",
"posit... |
dev:3595 | contract_0 | “knowledge” means, with respect to the Company, the knowledge of any individual set forth on Schedule 1.1-B of the Company Disclosure Letter as of the Original Agreement Date with respect to a fact, circumstance, event or other matter after reasonable inquiry. (Page 9) | [
{
"id": "knowledge-definition-answer-constructive-knowledge",
"label": "Constructive knowledge",
"definition": "Category: Knowledge\nText type: Knowledge Definition\n\tQUESTION 1: Knowledge Definition-Answer\n\t\tANSWER 1: Actual knowledge\n\t\tANSWER 2: Constructive knowledge\nSubquestion: <NONE>\nAnsw... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Constructive knowledge",
"label": "1",
"question": "Knowledge Definition-Answer",
"subquestion": "<NONE>",
"text_type": "Knowledge Definition",
"id": "66",
"category": "Knowledge",
"position": 3595,
"source_split": "dev",
"source_r... |
dev:3632 | contract_0 | “knowledge” means, with respect to the Company, the knowledge of any individual set forth on Schedule 1.1-B of the Company Disclosure Letter as of the Original Agreement Date with respect to a fact, circumstance, event or other matter after reasonable inquiry. (Page 9) | [
{
"id": "constructive-knowledge-answer-based-on-investigation-or-inquiry",
"label": "Based on investigation or inquiry",
"definition": "Category: Knowledge\nText type: Knowledge Definition\n\tQUESTION 2: Constructive Knowledge-Answer\n\t\tANSWER 1: Based on investigation or inquiry\n\t\tANSWER 2: Based ... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Based on investigation or inquiry",
"label": "0",
"question": "Constructive Knowledge-Answer",
"subquestion": "<NONE>",
"text_type": "Knowledge Definition",
"id": "67",
"category": "Knowledge",
"position": 3632,
"source_split": "dev"... |
dev:3677 | contract_0 | “knowledge” means, with respect to the Company, the knowledge of any individual set forth on Schedule 1.1-B of the Company Disclosure Letter as of the Original Agreement Date with respect to a fact, circumstance, event or other matter after reasonable inquiry. (Page 9) | [
{
"id": "knowledge-definition-limited-to-one-or-more-identified-persons-answer-y-yes",
"label": "Yes",
"definition": "Category: Knowledge\nText type: Knowledge Definition\n\tQUESTION 3: Knowledge Definition limited to one or more identified persons-Answer (Y/\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubque... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "Knowledge Definition limited to one or more identified persons-Answer (Y/",
"subquestion": "<NONE>",
"text_type": "Knowledge Definition",
"id": "68",
"category": "Knowledge",
"position": 3677,
"source... |
dev:3872 | contract_0 | 5.3. No Solicitation: Acquisition Proposals. <omitted> (c) Superior Proposals. In the event that any Person or Group submits to the Company (and does not withdraw) an unsolicited, written Acquisition Proposal that the Company Board concludes in good faith (after consultation with its outside legal counsel and a finan... | [
{
"id": "fiduciary-exception-board-determination-trigger-no-shop-answer-superior-offer-or-acquisition-proposal-reasonably-likely-expected-to-result-in-a-superior-offer",
"label": "Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer",
"definition": "Category: ... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer",
"label": "1",
"question": "Fiduciary exception: Board determination trigger (no shop)-Answer",
"subquestion": "<NONE>",
"text_type": "Fiduciar... |
dev:4569 | contract_0 | “Superior Proposal” means, with respect to the Company, an unsolicited, bona fide written offer submitted after the Agreement Date by a Person or Group to acquire, directly or indirectly, (i) pursuant to a tender offer, exchange offer, merger, consolidation or other business combination (including by means of a tender ... | [
{
"id": "financial-point-of-view-is-the-sole-consideration-no",
"label": "No",
"definition": "Category: Deal Protection and Related Provisions\nText type: Superior Offer Definition\n\tQUESTION 3: \"Financial point of view\" is the sole consideration\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubquestion: <NO... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "No",
"label": "0",
"question": "\"Financial point of view\" is the sole consideration",
"subquestion": "<NONE>",
"text_type": "Superior Offer Definition",
"id": "90",
"category": "Deal Protection and Related Provisions",
"position": 45... |
dev:4727 | contract_0 | material facts, events and/or circumstances that as of the Agreement Date, were unknown by the Company Board and were not reasonably foreseeable by the Company Board as of the Agreement Date (an “Intervening Event”) (Page 65) | [
{
"id": "intervening-event-required-to-occur-after-signing-answer-may-occur-or-arise-prior-to-signing",
"label": "May occur or arise prior to signing",
"definition": "Category: Deal Protection and Related Provisions\nText type: Intervening Event Definition\n\tQUESTION 3: Intervening Event - Required to ... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "May occur or arise prior to signing",
"label": "0",
"question": "Intervening Event - Required to Occur After Signing - answer",
"subquestion": "<NONE>",
"text_type": "Intervening Event Definition",
"id": "94",
"category": "Deal Protectio... |
dev:4869 | contract_0 | 7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Secti... | [
{
"id": "limitations-on-ftr-exercise-answer-material-breach-of-other-provisions-of-agreement-not-selected",
"label": "(Material) breach of other provisions of agreement: not selected",
"definition": "Category: Deal Protection and Related Provisions\nText type: Limitations on FTR Exercise\n\tQUESTION 1: ... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Material breach of no-shop resulting in a Superior Offer",
"label": "0",
"question": "Limitations on FTR Exercise-Answer",
"subquestion": "(Material) breach of other provisions of agreement",
"text_type": "Limitations on FTR Exercise",
"id... |
dev:4909 | contract_0 | 7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Secti... | [
{
"id": "limitations-on-ftr-exercise-answer-any-breach-of-no-shop-not-selected",
"label": "Any breach of no-shop: not selected",
"definition": "Category: Deal Protection and Related Provisions\nText type: Limitations on FTR Exercise\n\tQUESTION 1: Limitations on FTR Exercise-Answer [MULTILABEL]\n\t\tANS... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Material breach of no-shop resulting in a Superior Offer",
"label": "0",
"question": "Limitations on FTR Exercise-Answer",
"subquestion": "Any breach of no-shop",
"text_type": "Limitations on FTR Exercise",
"id": "99-1",
"category": "Dea... |
dev:5589 | contract_0 | 7.3. Expenses and Termination Fees. <omitted> (b) Company Payment. The Company shall pay to Parent a cash amount equal to $197,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent wo... | [
{
"id": "acquisition-proposal-timing-answer-same-acquisition-proposal-must-be-approved-or-not-opposed-or-another-similar-action-during-tail-period-and-transaction-must-close-after-tail-period-not-selected",
"label": "Same Acquisition Proposal - Must be approved or not opposed (or another similar action) dur... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period",
"label": "0",
"question": "Acquisition Proposal Timing-Answer",
"... |
test:378 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "accuracy-of-fundamental-target-r-ws-types-of-r-ws-authority-selected",
"label": "Authority: selected",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 5: Accuracy of Fundamental Target R&Ws-Types of R&Ws[MULTILABEL]\n\t\tANSWER 1: ... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, No-Conflict",
"label": "1",
"question": "Accuracy of Fundamental Target R&Ws-Types of R&Ws",
"subquestion": "Authority",
"te... |
test:458 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "accuracy-of-fundamental-target-r-ws-types-of-r-ws-brokers-fee-selected",
"label": "Brokers' Fee: selected",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 5: Accuracy of Fundamental Target R&Ws-Types of R&Ws[MULTILABEL]\n\t\tANSWE... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, No-Conflict",
"label": "1",
"question": "Accuracy of Fundamental Target R&Ws-Types of R&Ws",
"subquestion": "Brokers' Fee",
... |
test:699 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "accuracy-of-fundamental-target-r-ws-types-of-r-ws-no-conflict-selected",
"label": "No-Conflict: selected",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 5: Accuracy of Fundamental Target R&Ws-Types of R&Ws[MULTILABEL]\n\t\tANSWER... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, No-Conflict",
"label": "1",
"question": "Accuracy of Fundamental Target R&Ws-Types of R&Ws",
"subquestion": "No-Conflict",
"... |
test:935 | contract_0 | 2.1. Organization. Standing and Power: Subsidiaries. <omitted>
2.2. Capital Structure. <omitted>
2.3. Authority: Non-contravention. <omitted> This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by each of the other parties hereto, constitut... | [
{
"id": "accuracy-of-fundamental-target-r-ws-types-of-r-ws-rights-agreement-not-selected",
"label": "Rights Agreement: not selected",
"definition": "Category: Conditions to Closing\nText type: Accuracy of Target R&W Closing Condition\n\tQUESTION 5: Accuracy of Fundamental Target R&Ws-Types of R&Ws[MULTI... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, No-Conflict",
"label": "0",
"question": "Accuracy of Fundamental Target R&Ws-Types of R&Ws",
"subquestion": "Rights Agreement"... |
test:1422 | contract_0 | 6.3. Additional Conditions to the Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Parent (it being understood that each such c... | [
{
"id": "compliance-with-target-covenant-closing-condition-answer-hybrid-other-standard",
"label": "Hybrid/Other Standard",
"definition": "Category: Conditions to Closing\nText type: Compliance with Covenant Closing Condition\n\tQUESTION 1: Compliance with Target Covenant Closing Condition-Answer\n\t\tA... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Hybrid/Other Standard",
"label": "2",
"question": "Compliance with Target Covenant Closing Condition-Answer",
"subquestion": "<NONE>",
"text_type": "Compliance with Covenant Closing Condition",
"id": "13",
"category": "Conditions to Clos... |
test:1579 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "mae-forward-looking-standard-y-n-yes",
"label": "Yes",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 4: MAE Forward looking standard (Y/N)\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubquestion: <NONE>\nAnswer: Yes"
}
] | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "MAE Forward looking standard (Y/N)",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "24",
"category": "Material Adverse Effect",
"position": 1579,
"source_split": "test",
"source_revi... |
test:2161 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "announcement-pendency-or-consummation-of-deal-y-n-yes",
"label": "Yes",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 18: Announcement, pendency or consummation of deal (Y/N)\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubquestion: <NONE>\nAnswer: Yes"
}
] | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "Announcement, pendency or consummation of deal (Y/N)",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "38",
"category": "Material Adverse Effect",
"position": 2161,
"source_split": "tes... |
test:2469 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "target-s-securities-or-credit-rating-subject-to-disproportionate-impact-modifier-no",
"label": "No",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 23: Target's securities or credit rating: subject to \"disproportionate impact\" modifier\n\t\tANSWER 1: N... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "No",
"label": "0",
"question": "Target's securities or credit rating: subject to \"disproportionate impact\" modifier",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "45",
"category": "Material Adverse Effect",
"positio... |
test:2938 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "w-n-a-f-subject-to-disproportionate-impact-answer-force-majeure-not-selected",
"label": "force majeure: not selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 26: W/N/A/F subject to \"disproportionate impact\"-Answer[MULTILABEL]\n\t\tANSWER 1: \"a... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "War or terrorism, Natural disaster",
"label": "0",
"question": "W/N/A/F subject to \"disproportionate impact\"-Answer",
"subquestion": "force majeure",
"text_type": "MAE Definition",
"id": "48-4",
"category": "Material Adverse Effect",
... |
test:2998 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "pandemic-or-other-public-health-event-specific-reference-to-covid-19-no",
"label": "No",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 28: Pandemic or other public health event: Specific reference to COVID-19\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubque... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "No",
"label": "0",
"question": "Pandemic or other public health event: Specific reference to COVID-19",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "50",
"category": "Material Adverse Effect",
"position": 2998,
"sou... |
test:3218 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "matters-listed-on-disclosure-schedules-answer-y-n-no",
"label": "No",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 34: Matters listed on disclosure schedules-Answer (Y/N)\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubquestion: <NONE>\nAnswer: No"
}
] | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "No",
"label": "0",
"question": "Matters listed on disclosure schedules-Answer (Y/N)",
"subquestion": "<NONE>",
"text_type": "MAE Definition",
"id": "57",
"category": "Material Adverse Effect",
"position": 3218,
"source_split": "test"... |
test:3381 | contract_0 | “Material Adverse Effect” means with respect to the Company and the Subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all... | [
{
"id": "relational-language-mae-carveout-answer-dropdown-attributable-to-not-selected",
"label": "\"Attributable to\": not selected",
"definition": "Category: Material Adverse Effect\nText type: MAE Definition\n\tQUESTION 38: Relational language (MAE carveout)-Answer (Dropdown) [MULTILABEL]\n\t\tANSWER... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "\"Resulting from\"",
"label": "0",
"question": "Relational language (MAE carveout)-Answer (Dropdown)",
"subquestion": "\"Attributable to\"",
"text_type": "MAE Definition",
"id": "61-1",
"category": "Material Adverse Effect",
"position"... |
test:3802 | contract_0 | “Representatives” means, collectively, with respect to any Person, such Person’s officers, directors, Affiliates, employees, agents or advisors, including any investment banker, broker, attorney, accountant, consultant or other authorized representative of such Person. <omitted>
5.3. No Solicitation; Acquisition Pr... | [
{
"id": "liability-for-breaches-of-no-shop-by-target-representatives-y-n-yes",
"label": "Yes",
"definition": "Category: Deal Protection and Related Provisions\nText type: No-Shop\n\tQUESTION 1: Liability for breaches of no-shop by Target Representatives (Y/N)\n\t\tANSWER 1: No\n\t\tANSWER 2: Yes\nSubque... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Yes",
"label": "1",
"question": "Liability for breaches of no-shop by Target Representatives (Y/N)",
"subquestion": "<NONE>",
"text_type": "No-Shop",
"id": "70",
"category": "Deal Protection and Related Provisions",
"position": 3802,
... |
test:3887 | contract_0 | 5.3. No Solicitation: Acquisition Proposals. <omitted> (c) Superior Proposals. In the event that any Person or Group submits to the Company (and does not withdraw) an unsolicited, written Acquisition Proposal that the Company Board concludes in good faith (after consultation with its outside legal counsel and a finan... | [
{
"id": "fiduciary-exception-board-determination-standard-answer-no-shop-inconsistent-with-fiduciary-duties",
"label": "\"Inconsistent\" with fiduciary duties",
"definition": "Category: Deal Protection and Related Provisions\nText type: Fiduciary exception: Board determination (no-shop)\n\tQUESTION 1: ... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "\"Inconsistent\" with fiduciary duties",
"label": "1",
"question": "Fiduciary exception: Board determination standard-Answer (no-shop)",
"subquestion": "<NONE>",
"text_type": "Fiduciary exception: Board determination (no-shop)",
"id": "7... |
test:4294 | contract_0 | 5.3. No Solicitation: Acquisition Proposals. <omitted> (d) Change of Recommendation or Termination for Superior Proposal. Nothing in this Agreement shall prevent the Company Board from effecting a Change of Recommendation in connection with a Superior Proposal or the Company from terminating this Agreement pursuant to ... | [
{
"id": "additional-matching-rights-period-for-modifications-cor-answer-2-business-days-or-less",
"label": "2 business days or less",
"definition": "Category: Deal Protection and Related Provisions\nText type: Agreement provides for matching rights in connection with COR\n\tQUESTION 2: Additional matchi... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "2 business days or less",
"label": "0",
"question": "Additional matching rights period for modifications (COR)-Answer",
"subquestion": "<NONE>",
"text_type": "Agreement provides for matching rights in connection with COR",
"id": "85",
"c... |
test:4727 | contract_0 | 7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Secti... | [
{
"id": "ftr-triggers-answer-superior-offer",
"label": "Superior Offer",
"definition": "Category: Deal Protection and Related Provisions\nText type: FTR Triggers\n\tQUESTION 1: FTR Triggers-Answer\n\t\tANSWER 1: Superior Offer\n\t\tANSWER 2: Superior Offer, Intervening Event\nSubquestion: <NONE>\nAnswer... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Superior Offer",
"label": "0",
"question": "FTR Triggers-Answer",
"subquestion": "<NONE>",
"text_type": "FTR Triggers",
"id": "97",
"category": "Deal Protection and Related Provisions",
"position": 4727,
"source_split": "test",
"so... |
test:5011 | contract_0 | 7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Secti... | [
{
"id": "limitations-on-ftr-exercise-answer-other-not-selected",
"label": "Other: not selected",
"definition": "Category: Deal Protection and Related Provisions\nText type: Limitations on FTR Exercise\n\tQUESTION 1: Limitations on FTR Exercise-Answer [MULTILABEL]\n\t\tANSWER 1: (Material) breach of othe... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Material breach of no-shop resulting in a Superior Offer",
"label": "0",
"question": "Limitations on FTR Exercise-Answer",
"subquestion": "Other",
"text_type": "Limitations on FTR Exercise",
"id": "99-5",
"category": "Deal Protection and... |
test:5131 | contract_0 | 5.3. No Solicitation: Acquisition Proposals. <omitted> (d) Change of Recommendation or Termination for Superior Proposal. Nothing in this Agreement shall prevent the Company Board from effecting a Change of Recommendation in connection with a Superior Proposal or the Company from terminating this Agreement pursuant to ... | [
{
"id": "additional-matching-rights-period-for-modifications-ftr-answer-2-business-days-or-less",
"label": "2 business days or less",
"definition": "Category: Deal Protection and Related Provisions\nText type: Agreement provides for matching rights in connection with FTR\n\tQUESTION 2: Additional matchi... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "2 business days or less",
"label": "0",
"question": "Additional matching rights period for modifications (FTR)-Answer",
"subquestion": "<NONE>",
"text_type": "Agreement provides for matching rights in connection with FTR",
"id": "102",
"... |
test:5164 | contract_0 | 5.3. No Solicitation: Acquisition Proposals. <omitted> (d) Change of Recommendation or Termination for Superior Proposal. Nothing in this Agreement shall prevent the Company Board from effecting a Change of Recommendation in connection with a Superior Proposal or the Company from terminating this Agreement pursuant to ... | [
{
"id": "number-of-additional-matching-rights-periods-for-modifications-ftr-continuous-matching-right",
"label": "Continuous matching right",
"definition": "Category: Deal Protection and Related Provisions\nText type: Agreement provides for matching rights in connection with FTR\n\tQUESTION 3: Number of... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Continuous matching right",
"label": "0",
"question": "Number of additional matching rights periods for modifications (FTR)",
"subquestion": "<NONE>",
"text_type": "Agreement provides for matching rights in connection with FTR",
"id": "103... |
test:5207 | contract_0 | 7.3. Expenses and Termination Fees. <omitted> (b) Company Payment. The Company shall pay to Parent a cash amount equal to $197,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent wo... | [
{
"id": "acquisition-proposal-timing-answer-different-acquisition-proposal-must-be-approved-or-not-opposed-or-another-similar-action-during-tail-period-no-closing-requirement-not-selected",
"label": "Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Per... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period",
"label": "0",
"question": "Acquisition Proposal Timing-Answer",
"... |
test:5311 | contract_0 | 7.3. Expenses and Termination Fees. <omitted> (b) Company Payment. The Company shall pay to Parent a cash amount equal to $197,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent wo... | [
{
"id": "acquisition-proposal-timing-answer-different-acquisition-proposal-must-sign-during-tail-period-no-closing-requirement-not-selected",
"label": "Different Acquisition Proposal - Must sign during Tail Period (no closing requirement): not selected",
"definition": "Category: Deal Protection and Rela... | {
"data_type": "main",
"contract_name": "contract_0",
"answer": "Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period",
"label": "0",
"question": "Acquisition Proposal Timing-Answer",
"... |
End of preview. Expand in Data Studio
MAUD original human annotations
This import contains 20,623 original main-subset records from 152 merger agreements. It excludes abridged and edited rare-answer variants. The physical original/train container retains source train/dev/test membership in metadata. This is not a new benchmark split.
Source: The Atticus Project MAUD, pinned release 37d5c3b95d18dcd8404cc5ce3fd5069be062392f. Official MAUD guide. The source dataset is CC BY 4.0; attribute The Atticus Project and the source authors when using it.
The codebook is social-jev/codebooks, configuration maud, with 356 entries. It uses the available question-and-answer guide. This rough guide is an explicitly approved source limitation: it is not a full legal annotation manual. No missing legal definitions are invented.
Source fields, question/answer context, stable row IDs, contract identity, and source splits are retained. Import preparation and review: MERT PR #79. Source file hashes matched the pinned release; all codebook and original rows were checked against the reviewed builder/adapter and read back after upload on 7 October 2026.
No generated labels or model calls are part of this release. Contract-level generated splits were approved for any future generation, but generation has not run.
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