Download PDF
Download page Appendix A: Provision Library.
Appendix A: Provision Library
Conga offers you the following well-defined provisions with applicability to specific contract types.
| Name | Description | Field was trained on |
|---|---|---|
40 Act Assignment | Captures restrictions on "Assignment" within the meaning of the U.S. Investment Advisers Act of 1940 or the U.S. Investment Company Act of 1940. | Investment adviser agreements and management agreements |
Absence of Certain Changes Representation | Captures representations that no event has occurred that has had a material adverse effect (also referred to as "Conduct of Business" or "Ordinary Course"), typically since the date of the last audited financial statements of the business. | Share purchase agreements, asset purchase agreements and merger agreements |
Absence of Litigation | Captures the representation of each party that there is no actual or pending litigation against it that would affect the legality, validity or enforceability of the documents. | International Swaps and Derivatives Association agreements |
Acceleration — Bond Indenture | Captures the circumstances under which the trustees and holders may declare the principal and accrued interest on all the corporate debt securities due and payable. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Accounting Changes Covenant | Captures covenants of a borrower not to make any changes to its accounting practices, change its fiscal year end or change its accounting reference date. | Credit, facility and loan agreements |
Accounting of Disclosures of Protected Health Information | Captures the requirement for business associates to provide accounting of disclosures, pursuant to the Health Insurance Portability and Accountability Act (HIPAA). | Business associate agreements |
Accounting Policies — LPA/LLC | Captures information regarding the general accounting policies of a limited partnership or limited liability company, including the basis on which the books are to be kept (i.e., accrual vs. cash), the definition of "GAAP", and explicit discretion given to the general partner or manager to implement policies with respect to partnership or company accounting practices. It does not capture more specific references to accounting matters such as the requirement that particular partnership items (e.g., income) be computed in accordance with applicable GAAP. | Limited partnership agreements and LLC operating agreements |
"Accounts" Definition | Captures the definition of "Accounts" or "Receivables" typically referenced in the borrowing base formula for asset based loans. | Credit and loan agreements |
"Accounts Receivable" Definition | Captures the definition of accounts receivable. | Share purchase agreements, asset purchase agreements and merger agreements |
Accounts Receivable Representation | Captures representations that all accounts receivable of a party are valid obligations and not subject to counterclaims. | Share purchase agreements, asset purchase agreements and merger agreements |
Accuracy of Representations Condition | Captures conditions of borrowing with respect to the accuracy of representations. | Commitment letters |
Acknowledgement Address | Captures the acknowledgement address listed on the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
"Acquisition Proposal" Definition | Captures the definition of "Acquisition Proposal". | Arrangement agreements and merger agreements |
Additional Conditions for Transfer | Captures the conditions for a tenant to assign, sublease, encumber, or otherwise transfer a lease. Intended to be used with the "Landlord Consent to Transfer" and "Permitted Subletting and Transfers" smart fields. | United States and Canadian commercial leases |
Additional Insured Coverage | Captures a party's obligation to add additional parties as insureds under insurance policies. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Additional Rent | Captures the definition of "Additional Rent" and any express obligations of a tenant to pay amounts as "Additional Rent" under a lease. This smart field does not capture the definitions of "Operating Expenses", "Common Area Maintenance" or "Real Estate Taxes", or general payment obligations of a tenant. | Commercial leases |
Additional Subsidiaries Covenant | Captures covenants of a borrower with respect to the acquisition or formation of additional subsidiaries. | Credit, facility and loan agreements |
Additional Termination Events | Captures any negotiated "Additional Termination Events" that would allow a party to terminate the International Swaps and Derivatives Association master agreement early. | International Swaps and Derivatives Association agreements |
Additional Termination Events — Change in Ownership | Captures additional termination events that are triggered by a change in control or a change in ownership of one or both parties. | International Swaps and Derivatives Association agreements |
Additional Termination Events — Net Asset Value | Captures additional termination events that are triggered by a decline in the net asset value of one or both parties below a particular threshold. | International Swaps and Derivatives Association agreements |
Additional Termination Events — Ratings Downgrade | Captures additional termination events resulting from a party's failure to maintain its credit rating with S&P, Moody's and/or Fitch at or above a certain specified threshold (typically investment grade). | International Swaps and Derivatives Association agreements |
Additional/Future Guarantors Covenant — Bond Indenture | Captures the covenant requiring certain subsidiaries of the issuer to guarantee the debt issued pursuant to the indenture upon becoming guarantors of other specified debt. This smart field also captures the covenant requiring certain subsidiaries created subsequent to the issuance of the debt pursuant to the indenture to become guarantors. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Address of Premises | Captures the address of the leased premises. It is recommended that this smart field be used together with the Description of Premises and Square Footage of Premises smart fields. | Commercial real estate leases from the United States and Canada, as well as some from England. |
Addresses for Transfers | Captures the addresses to which the collateral transfers, interest payments, and distributions are to be delivered. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Administrative Agent Fees | Captures fees payable by the borrower to the administrative agent. | Credit, facility and loan agreements |
Affected Lender Approval | Captures waivers, amendments and other actions requiring the consent of those lenders affected thereby (including the term and revolving lenders). | Credit, facility and loan agreements |
"Affiliate" Definition | Captures the definition of "Affiliates", as often referred to in provisions dealing with assignment or change of control. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
"Affiliate" Definition — Bond Indenture | Captures the definition of "Affiliate". | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Affiliates — ISDA | Captures any modifications to the standard definition of "Affiliates". | International Swaps and Derivatives Association agreements |
Affirmative Covenants | Captures the affirmative covenants of a borrower. | Commitment letters |
Agent only Approval | Captures waivers, amendments and other actions requiring the consent of the agent alone (and not that of any lender). | Credit, facility and loan agreements |
All or Substantially All Asset Transfer | Captures assignment and change of control provisions that include the phrase "all or substantially all", but does not capture representations or warranties that include that phrase. | A variety of agreement types including supply, distribution, intellectual property and management agreements |
"All-In Yield" Definition | Captures the definition of "All-in Yield" or other terms defining the yield payable to lenders on loans. | Credit, facility and loan agreements |
Allocation of Income/Loss — LPA/LLC | Captures the general allocations of income, gain, loss, etc. to the partners or members, including allocation provisions relating to particular classes of interests. | Limited partnership agreements and LLC operating agreements |
Allocation/Distribution on Transfer — LPA/LLC | Captures the method for apportioning allocations and distributions between the transferor and transferee of an interest in a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Alterations/Improvements — Equipment Lease | Captures lessee's right, if any, to make alterations, modifications or improvements to the leased property. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Alternative to Interest Amount | Captures any modifications to the standard provisions permitting parties to invest part of the cash collateral in other instruments rather than paying over an agreed interest return. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Alternative to Standard Dispute Resolution Process | Captures any modifications to the standard dispute resolution procedure. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Amendment | Captures the ways in which an agreement may be amended. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Amendment of Articles/Bylaws | Captures the granting of authority to amend corporate bylaws and articles. | Articles and bylaws from the United States, Canada, and England and Wales |
Amendments to Protected Health Information | Captures the requirement for business associates to make available protected health information for amendments or incorporate amendments, pursuant to the Health Insurance Portability and Accountability Act (HIPAA). | Business associate agreements |
Amortization | Captures the amortization of credit facilities. | Commitment letters |
Anti-Corruption and Sanctions Covenant | Captures covenants of a borrower with respect to compliance with anti-money laundering, anti-terrorism and sanctions laws. | Credit, facility and loan agreements |
Anti-Corruption Regulations Representation | Captures representations with respect to compliance with anti-corruption laws. | Credit, facility and loan agreements |
Anti-Corruption/Anti-Money Laundering/Anti-Terrorism/Sanctions Representation | Captures representations with respect to anti-money laundering, anti-corruption, sanctions, and similar rules and regulations. | Credit, facility and loan agreements |
Anti-Layer Covenant — Bond Indenture | Captures the anti-layer covenant. This covenant prevents the issuer from incurring debt that is senior to the present debt being issued pursuant to the indenture other than specified, defined and contemplated senior debt. This smart field also captures the definition of "Senior Indebtedness", "Senior Subordinated Indebtedness" and similar definitions. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Anti-Money Laundering Compliance | Captures a party's compliance with anti-money laundering legislation. | A variety of agreement types including service and supply agreements |
Anti-Terrorism Law Compliance | Captures a party's compliance with anti-terrorism legislation. | A variety of agreement types including service and supply agreements |
"Applicable Margin" Definition | Captures the definitions of "Applicable Margin", "Applicable Rate", "Margin" or similar terms defining the margin payable on a loan. | Credit, facility and loan agreements |
Application of Money Collected/Priorities — Bond Indenture | Captures the order in which the money collected by the trustee will be applied and distributed. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Appointment of Authenticating Agent — Bond Indenture | Captures the appointment of an authenticating agent. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Appraisal Rights Condition | Captures closing conditions that limit the percentage of shareholders who have exercised their dissent or appraisal rights. | Share purchase agreements, asset purchase agreements and merger agreements |
"Approved Fund"/"Related Fund" Definition | Captures the definitions of "Approved Fund" or "Related Fund". | Credit, facility and loan agreements |
Arbitration | Captures arbitration provisions in an agreement. | A variety of agreement types including purchase, supply, distribution, intellectual property and management agreements |
Arbitration (Lease) | Captures provisions in a lease which enable or require the parties to submit a dispute to arbitration. This smart field does not capture references to any other alternative dispute resolution methods. | Leases from the United States and Canada |
Arbitration Rules | Captures the rules governing arbitration initiated pursuant to an agreement, such as the rules of the American Arbitration Association. | A variety of agreement types including purchase, supply, distribution, intellectual property and management agreements |
Are there environmental indemnifications in the lease? | Answers whether there are any environmental indemnifications within the lease. This yes/no field does not interpret general indemnifications as being specific environmental indemnifications. | United States and Canadian leases |
Arranger | Captures the name of the arranger. | Commitment letters |
"Asset Sale/Disposition" Definition — Bond Indenture | Captures the definition of "Asset Sale/Disposition" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Asset Sales/Disposition Covenant — Bond Indenture | Captures the covenant regarding the issuer's ability to sell and dispose of assets. Additionally, Captures the required application of asset sale proceeds, the requirements and procedures for issuers to repurchase the securities from excess proceeds, and the allowable amount of asset sale proceeds that the issuer may obtain without triggering this covenant. The smart field also captures the definition of "Asset Sale", "Asset Disposition" and similar definitions. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Asset/Collateral Sale Waiver — Intercreditor Agreement | Captures the agreement by junior secured creditors not to object to any motion or order pursuant to Section 363 of the U.S. Bankruptcy Code (or other equivalent provision under applicable law) relating to a sale, liquidation, or disposition of assets/collateral in the course of a bankruptcy proceeding. | United States intercreditor agreements |
Assignment | Captures all provisions governing assignment of an agreement, including necessary consents or notices (and exceptions therefrom) prior to an assignment. It also captures provisions relating to "all or substantially all" asset transfers. | A variety of agreement types including service, supply, distribution, intellectual property, employment, and purchase agreements |
Assignment — Circumstances | Captures any circumstances in which a landlord may withhold consent to an assignment of a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Assignment — Conditions | Captures any conditions a landlord may impose on a consent to assign a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Assignment — Equipment Lease | Captures lessor's and/or lessee's right, if any, to assign its interest in a lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Assignment — Permitted/Prohibited | Captures whether assignment is permitted or prohibited under a lease and any qualifying covenant language, but excludes a tenant's ability to grant an assignee permission to assign. | Commercial and residential real estate leases governed by the laws of England and Wales |
Assignment and Participation | Captures provisions dealing with assignment of or participation in credit facility debt. | Commitment letters |
Assignment by Borrower/Guarantor | Captures restrictions on the ability of the borrower or guarantor to assign the agreement. | Credit, facility and loan agreements |
Assignment by Operation of Law | Captures assignment provisions that include the phrase "by operation of law". | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Assignment Minimum Amounts | Captures the minimum amount required for any assignment or participation between lenders. | Credit, facility and loan agreements |
Assignment Transfer Fees | Captures any transfer fees payable to the agent in connection with the assignment or transfer of a loan. | Credit, facility and loan agreements |
Assignment/Participation Confidentiality | Captures permissions for disclosure of confidential information to prospective assignees or participants. | Credit, facility and loan agreements |
Assistance with Data Subject Requests | Captures the obligation of a party to assist with data subject requests under data protection laws. | Data protection addenda |
"Assumed Obligations/Liabilities" Definition | Captures the definition of the liabilities or obligations that will be assumed by the purchaser in connection with the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Attorney In Fact | Captures language which grants a party to a lease the right to execute a document or take another action in the name of, or on behalf of, another party as its attorney-in-fact or agent. | Leases from the United States and Canada |
Attorney-Client Privilege Carveout | Captures the contractual carveout (i) specifying that the seller, and not the target company, will control communications protected by attorney-client privilege following the consummation of the transaction and (ii) preventing certain aspects of such attorney-client privilege, such as communications relating to the negotiation of the transaction, from being transferred to the purchaser or surviving corporation. | Share purchase agreements, asset purchase agreements and merger agreements |
Attornment | Captures acknowledgment by a tenant that it will recognize any new owner of the property as its landlord, whether the new owner acquires the property through a regular sale, foreclosure or otherwise. | Commercial leases |
"Attributable Debt" Definition — Bond Indenture | Captures the definition of "Attributable Debt". | High yield corporate debt security indentures governed by the laws of the United States and Canada |
At-Will Employment | Captures the right of an employer to terminate an employee at any time, for any reason and without notice in accordance with applicable laws. | Executive employment agreements |
Audit & Inspection — Franchise | Captures audit and inspection provisions within a franchise agreement. | Franchise agreements |
Audit Right | Captures a party's right to audit certain information of another party. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Authority to Contractually Bind Corporation | Captures who in the corporation has authority to execute contracts with third parties. | Articles and bylaws from the United States, Canada, and England and Wales |
Authority to Issue Preferred Shares | Captures the right of authority to issue and set the preferences and restrictions of preferred shares. | Articles and bylaws from the United States, Canada, and England and Wales |
Authorization Representation | Captures representations that a party has the capacity, authority and power to enter into the agreement, and that the agreement constitutes a legally binding obligation. | Share purchase agreements, asset purchase agreements and merger agreements |
Authorized Capital | Captures the number, class type, and value of share authorized by a corporation. This smart field does not capture whether or what proportion of the authorized capital has been issued or are outstanding. | Articles and bylaws from the United States, Canada, and England and Wales |
"Authorized User" Definition | Captures the definition of "Authorized User" and other similar terms. | Software as a service agreements |
"Automatic Early Termination" Definition | Captures any modifications to the standard definition of "Automatic Early Termination". | International Swaps and Derivatives Association agreements |
Automatic Renewal | Captures any automatic renewal or extension provisions, including successive renewals or extensions when no actions are taken by the parties. | A variety of agreement types including service, supply, distribution, intellectual property and employment agreements |
Automobile Liability and Workers' Compensation Insurance | Captures a party's obligation to obtain automobile liability, workers' compensation, casualty, and employers' liability insurance, but does not include insurance-related indemnity obligations. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Availability | Captures the availability of credit facilities. | Commitment letters |
"Available Amount" Definition | Captures the definitions of "Available Amount", "Cumulative Credit" and other baskets relevant in the context of asset based loans. | Credit and loan agreements |
Award Type (ISO/NSO) | Captures language relating to whether the employee stock option is an incentive stock option or a non-qualified stock option. | Option agreements |
Background Checks | This smart fields captures the requirement of an employee to submit to a background check. It also captures any requirement that an employee submit to medical examinations in connection with obtaining insurance or a claim of disability. | Executive employment agreements |
Bail-In Clause | Captures the standard provision for acknowledgment and consent to bail-in of EEA financial institutions. | Credit, facility and loan agreements |
Bankruptcy | Captures the consequences of a bankruptcy of a party to the agreement. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Base Currency | Captures the common currency into which the values of collateral and the exposure are converted for valuation purposes. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
"Base Rate" Definition | Captures the definitions of any base rates applicable to a loan, including prime rates, LIBOR rates, eurodollar rates, screen rates, interpolated rates and federal funds rates. | Credit, facility and loan agreements |
Base Rent | Captures the rates charged for base rent throughout the term of a lease, including rent steps, extension rent, and percentage rent. | United States and Canadian commercial leases |
Base Salary | Captures an employee's base salary. | Executive employment agreements |
Base/Principal Rent (England) | Captures the main or principal rents charged throughout the term of a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
"Bill of Sale" Definition | Captures the definition of a bill of sale. | Underwriting agreements and purchase agreements |
Billing Address | Captures the address for delivery of invoices. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Binding Obligation Representation | Captures representations that the agreement, once executed and delivered, constitutes a legal and binding obligation of a loan party/obligor. | Credit, facility and loan agreements |
Board Reaffirmation of Recommendation | Captures a target board's covenant to reaffirm its recommendation of the transaction. It also captures language relating to the target board's failure to reaffirm its recommendation. | Arrangement agreements and merger agreements |
Board/Manager Selection | Captures the composition of a board of directors and the procedures by which board members are elected or appointed. | Shareholders' agreements |
Board's Right to Fill Vacancies | Captures the rights or obligations of directors to fill newly created vacancies resulting from either an increase in the number of directorships or from the resignation or removal of a director. | Articles and bylaws from the United States, Canada, and England and Wales |
Bonus/Commission | Captures an employee's entitlement to a bonus or commission (except for a signing bonus, which is captured under a separate smart field). | Executive employment agreements |
Books, Records and Inspection Covenant | Captures covenants of a borrower to maintain its books and records and to grant any related access, audit or inspection rights. | Credit, facility and loan agreements |
Borrower | Captures the name of the borrower. | Commitment letters |
Borrower Indemnification of Lender | Captures provisions whereby a borrower or guarantor indemnifies a lender or agent (except tax indemnification obligations, which are captured under a separate smart field). | Credit, facility and loan agreements |
"Borrowing Base" Definition | Captures the definition of "Borrowing Base" used for asset based loans. | Credit and loan agreements |
Borrowing Base Reporting | Captures the obligation of a borrower to deliver borrowing base certificates and related engineering and reserve reports. | Credit and loan agreements |
Branches — Party A | Captures whether or not Party A is a "Multibranch" party. | International Swaps and Derivatives Association agreements |
Branches — Party B | Captures whether or not Party B is a "Multibranch" party. | International Swaps and Derivatives Association agreements |
Break Provision — Break Conditions | Captures any conditions to a right to break a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Break Provision — Date/Notice/Conditions | This smart field is a broad break provision that captures break date, break notice and break conditions. | Commercial and residential real estate leases governed by the laws of England and Wales |
Break Provision — Notice | Captures the notice required for the break of a lease to be exercised. | Commercial and residential real estate leases governed by the laws of England and Wales |
Bring-Down of Representations and Warranties | Captures requirements that representations and warranties given by a party upon execution of an agreement be true at the closing of a transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Brokers Representation | Captures representations that no broker is entitled to any commission in connection with a transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Burdensome/Restrictive Agreements Covenant | Captures covenants of a borrower not to enter into any burdensome agreements or agreements restricting particular actions. | Credit, facility and loan agreements |
Business Continuity | Captures provisions with respect to business continuity during an interruption or a dispute. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
"Business Day" Definition | Captures the definition of a business day. | Purchase agreements |
"Business" Definition | Captures the definition of the business. | Underwriting agreements and purchase agreements |
Business/Purpose — LPA/LLC | Captures the stated business or purpose of the limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Buyer Match Right | Captures a purchaser's right to negotiate the terms of its offer with the target's board of directors prior to such board making any change of recommendation (or otherwise terminating the agreement with the purchaser) pursuant to a superior proposal or intervening event. | Arrangement agreements and merger agreements |
Calculation Agent | Captures the identity of the "Calculation Agent". | International Swaps and Derivatives Association agreements |
Calculation of Value | Captures whether "S&P", "Moody's", or "Fitch" trigger values are added for the purposes of calculating value. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes |
Can a financial covenant breach be cured by an equity cure? | Answers whether the borrower has rights to cure a breach of the financial covenants with an equity injection (yes/no field.) | Credit, facility, and loan agreements |
Capital Account — LPA/LLC | Captures provisions relating to the establishment and maintenance of capital accounts for partners or members, including, in the case of U.S. limited partnerships or limited liability companies, the requirement that such accounts be maintained in accordance with the applicable regulations under section 704 of the U.S. Internal Revenue Code. It also captures provisions relating to the establishment of a current account, if any, for each partner/member. | Limited partnership agreements and LLC operating agreements |
"Capital Stock" Definition — Bond Indenture | Captures the definitions of "Capital Stock", "Equity Interest", "Equity Securities" and similar terms. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Capitalization Representation | Captures representations with respect to capitalization of a party or its subsidiaries (also referred to as "Capital Structure"). | Share purchase agreements, asset purchase agreements and merger agreements |
Cash Dominion Period | Captures the cash dominion period for asset-based loan agreements. | Credit, facility and loan agreements |
Cash Dominion Period Trigger | Captures the trigger event for cash dominion periods for asset-based loan agreements. | Credit, facility and loan agreements |
"Cash Equivalents" Definition | Captures the definitions of "Cash Equivalents" or "Cash Equivalent Investments" as typically referenced in a borrower's covenants. | Credit, facility and loan agreements |
Cashless Exercise | Captures whether the option holder may exercise his/her stock option using a cashless exercise. Cashless exercise is a method of payment whereby the option holder delivers instructions to a broker providing for the assignment to the grantor of the proceeds of a sale or loan with respect to the shares acquired upon exercise of the stock option. | Option agreements |
Casualty | Captures a tenant's rights and a landlord's obligations in the event that all or part of leased premises is rendered unusable by reason of casualty or damage, including fire or flood (also referred to as "Damage or Destruction"). | Commercial leases |
"Cause" Definition | Captures the definition of "Cause" in employment agreements. | Executive employment and option agreements |
Certificate of Insurance | Captures a party's obligation to provide a certificate of insurance, as well as notice requirements for cancellation or changes to insurance policies. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Change Control/Change Management | Captures provisions with respect to the process for managing changes to the products or services provided under an agreement, including pricing changes, but excludes amendments to an agreement, which is covered by another smart field. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Change in Law | Captures all provisions relating to any changes in law that occur after the execution of the agreement. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
"Change in Law" Definition | Captures the definition of "Change in Law" or references to similar concepts in the context of increased costs. | Credit, facility and loan agreements |
Change of Business Covenant | Captures covenants of a borrower not to make a substantial change in the nature of its business nor to engage in any business other than the business carried on by it when the agreement was entered into. | Credit, facility and loan agreements |
Change of Control | Captures the consequences of changes in ownership or management of a party to an agreement (but does not capture provisions applicable to "direct or indirect" assignments). | A variety of agreement types including service, supply, distribution, intellectual property and employment agreements |
Change of Control — Commitment Letter | Captures change of control provisions in commitment letters. | Commitment letters |
Change of Control — Credit Agreement | Captures mandatory prepayments and events of default triggered by a change of control. This smart field does not capture covenants not to make divestitures or to undergo fundamental changes (as these concepts can be captured with separate smart fields). | Credit, facility and loan agreements |
Change of Control — Employment Agreement | Captures change of control provisions in employment agreements. | Executive employment agreements |
Change of Control — Lease | Captures lease restrictions on changes in control of or transfers of interests in a tenant. | United States and Canadian commercial leases |
"Change of Control" Definition — Bond Indenture | Captures the definition of "Change of Control". | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
"Change of Control" Definition—Credit Agreement | Captures the definition of "Change of Control". | Credit, facility and loan agreements |
"Change of Control" Definition—Option Agreements | Captures the definition of "Change of Control" in option-related agreements. | Option agreements |
Change of Control Put Right—Bond Indenture | Captures the issuer's requirement to offer to repurchase the debt securities upon a specified change of control as provided for in the indenture. Additionally, Captures the mechanism for making such change of control offer. This smart field also captures the definition of "Change of Control", "Permitted Holders' and similar definitions. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Changes in Permission | Captures provisions relating to the covered entity's obligation to notify the business associate of changes in, or the revocation of, permission by an individual to use or disclose protected health information. | Business associate agreements |
Children's Privacy | Captures affirmative disclosures regarding privacy rights of children, as required by the California Consumer Privacy Act ("CCPA") and the Children's Online Privacy Protection Act ("COPPA"). | Various privacy policies and notices both before and after enactment of the CCPA. |
"Closing Date" Definition | Captures the definition of the closing date of the transaction. | Underwriting agreements and purchase agreements |
"Closing" Definition | Captures the definition of the closing of the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Collateral Account | Captures the circumstances in which the secured party or custodian must maintain a segregated account for holding collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes |
Collateral Description | Captures the description of the collateral listed on the Uniform Commercial Code financing statement. | Standard UCC-1 forms. Redactions or poor font quality may impact the accuracy of this smart field. |
"Collateral Documents"/"Security Documents" Definition | Captures the list of documents that must be provided in connection with a grant of a security interest in collateral. | Credit, facility and loan agreements |
Collateral Representation | Captures representations that the security documents are effective and create valid and enforceable security interests in the collateral. | Credit, facility and loan agreements |
"Collateral"/"Transaction Security" Definition | Captures the definitions of "Collateral" or "Transaction Security" provided in connection with a secured loan. | Credit, facility and loan agreements |
Collection of Indebtedness and Suits for Enforcement by Trustee—Bond Indenture | Captures how and when indebtedness will be collected in the event of a default, and the circumstances under which the trustee may bring a collection suit. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
COMI (Center of Main Interest) | Captures both representations and covenants with respect to the center of main interest of loan parties/obligors. | Credit, facility and loan agreements |
Commencement Date | Captures the date on which a lease term commences. It is recommended that Commencement Date (Short Form) and Commencement Date (Long Form) be used for better results. | Commercial leases |
Commencement Date (Long Form) | This smart field, when used in conjunction with the "Commencement Date (Short Form)" smart field, will capture the date upon which a lease term commences. Commencement Date (Long Form) and Commencement Date (Short Form) should be used together. | Leases from the United States and Canada |
Commencement Date (Short Form) | This smart field, when used in conjunction with the "Commencement Date (Long Form)" smart field, will capture the date upon which a lease term commences. Commencement Date (Short Form) and Commencement Date (Long Form) should be used together. | Leases from the United States and Canada |
Commercial General Liability Insurance | Captures a party's obligation to obtain commercial general liability, product liability, and property insurance, but does not include insurance-related indemnity obligations. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Commitment Fees | Captures commitment fees payable in connection with credit facilities. | Commitment letters |
Commitment Fees—Credit Agreement | Captures fees payable by the borrower on the unused portion of a term or revolving loan. | Credit, facility and loan agreements |
Committees (Broad) | Captures delegation of responsibilities to committees, and includes language relating to committee functions and operative procedures. This smart field does not capture committee creation for liquidation events. | Articles and bylaws from the United States, Canada, and England and Wales |
Common Area Maintenance | Captures a tenant's obligations with respect to the maintenance of common areas of a building. | Commercial leases |
Compliance Certificate Covenant—Bond Indenture | Captures the covenant requiring the issuer to file, within a certain time period after each fiscal year, a certificate with the indenture trustee as to compliance with the provisions of the indenture. | Investment grade and high yield corporate debt security indentures, as applicable, governed by the laws of the United States and Canada |
Compliance with 409A | Captures an employer's compliance with Section 409A of the U.S. Internal Revenue Code. | Employment agreements |
Compliance with Law | Captures obligations of the parties to comply with laws, as well as related definitions. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Compliance with Law Representation—Credit Agreement | Captures representations that each loan party/obligor and its business is compliant with all and not in violation of applicable laws. Captures only the general representation with respect to compliance with laws and does not capture any representations that deal with the compliance with specific laws such as environmental laws or labor laws. | Credit, facility and loan agreements |
Compliance with Laws and Permits Representation | Captures representations that a party has conducted its business in compliance with all applicable laws and has all necessary government permits (also referred to as "Regulatory Matters"). | Share purchase agreements, asset purchase agreements and merger agreements |
Compliance with Laws Covenant | Captures covenants of a borrower to comply with applicable laws and regulations. | Credit, facility and loan agreements |
Condemnation/Eminent Domain | Captures the consequences of leased premises becoming condemned or being appropriated by a public authority. | Commercial leases |
Conditions Precedent—CSA | Captures which termination events will be designated as "Specified Conditions" for the purposes of the conditions precedent to the exercise of the secured party's rights and remedies. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Conditions Precedent—Incremental Facility | Captures the conditions precedent that must be fulfilled before incremental facilities / increases in commitment are effective. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
Conduct of Business in the Ordinary Course Covenant | Captures the covenant of a target (and, if applicable, a purchaser) to operate its business only in the ordinary course between signing of the purchase agreement and closing of the transaction. | Share purchase agreements, asset purchase agreements, arrangement agreements and merger agreements |
"Confidential Information" Definition | Captures the definition of "Confidential Information". | A variety of agreement types including franchise, service, intellectual property, supply, distribution and non-disclosure agreements |
"Confidential Information" Definition—Exceptions—Becomes Known by Disclosure Not in Breach | Captures exceptions to the definition of "Confidential Information" for information learned through a third party source who is not in breach of any confidentiality obligations. | Non-disclosure agreements |
"Confidential Information" Definition—Exceptions—Independently Developed | Captures exceptions to the definition of "Confidential Information" for information that was independently developed by the recipient. | Non-disclosure agreements |
"Confidential Information" Definition—Exceptions—Known Prior to Agreement | Captures exceptions to the definition of "Confidential Information" for information that was known prior to the entering into of the agreement. | Non-disclosure agreements |
"Confidential Information" Definition—Exceptions—Public Information | Captures exceptions to the definition of "Confidential Information" for information available to the public. | Non-disclosure agreements |
Confidentiality | Captures the confidentiality obligations of parties to an agreement. | A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase, and franchise agreements |
Conflict of Interest | Captures language concerning director conflicts of interest, including procedures for managing conflicts, obligations of interested director, validity of corporate actions taken with interested director, and waiver (or non-waiver) of the corporate opportunity doctrine. | Articles and bylaws from the United States, Canada, and England and Wales |
Consent to Recording | Captures whether the parties consent to the recording of conversations between them. | International Swaps and Derivatives Association agreements |
Consent to Substitution | Captures whether the pledgor is required to obtain the secured party's consent before any substitution of collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law |
Consents, Approvals, No Violations/Conflicts Representation | Captures representations that the execution and delivery of the agreement will not conflict with a party's organizational documents or other documents to which it is a party, unless consents have been obtained. | Share purchase agreements, asset purchase agreements and merger agreements |
Consideration/Exchange Ratio Adjustment | Captures language addressing the adjustment of the exchange ratio and/or the merger consideration to account for dividends, splits, issuances, reorganizations, etc. It applies primarily to share and mixed consideration deals. | Arrangement agreements and merger agreements |
Consignments and Other Property Arrangements | Captures language in a commercial agreement describing an arrangement where one party has possession of certain goods or other property, but title to such goods or property remains with the other party. In particular, it captures language stating whether goods are being provided by one party to another on a consignment basis. | Service, supply, distribution, and intellectual property agreements |
"Consolidated Fixed Charges Coverage Ratio"—Bond Indenture | Captures the definition of "Consolidated Fixed Charges Coverage Ratio" and similar terms. This smart field was trained to capture only the fixed charges coverage ratio and not other types of financial ratios. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
"Consolidated Fixed Charges" Definition—Bond Indenture | Captures the definition of "Consolidated Fixed Charges" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
"Consolidated Net Income" Definition—Bond Indenture | Captures the definitions of "Consolidated Net Income", "Consolidated Adjusted Net Income (Loss)", "Adjusted Consolidated Net Income" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Consummation of the Acquisition/Merger Condition | Captures conditions of borrowing with respect to the closing of concurrent transactions. | Commitment letters |
Consummation of the Acquisition/Merger Condition—Credit Agreement | Captures conditions of borrowing with respect to the consummation of the transaction associated with the loan. | Credit, facility and loan agreements |
Continuing Obligations (Holdover)—Equipment Lease | Captures lessee's obligation to continue paying rent should lessee fail to return the leased property when required (or in the condition required) under the terms of a lease. It also captures circumstances in which lessee's obligations under the lease may continue automatically unless lessee notifies lessor of its intent to terminate the lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Contracts Representation | Captures representations with respect to a party's contracts (also referred to as "Material Contracts" or "Commitments"). | Share purchase agreements, asset purchase agreements and merger agreements |
Control by Majority—Bond Indenture | Captures instances where the holders of a majority of the principal amount of outstanding corporate debt securities may direct the time, method and place for proceedings related to remedies available to the trustee. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
"Control" Definition | Captures the definition of "Control", as often referred to in provisions dealing with change of control or the definition of "Affiliates". | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
"Controller" Definition | Captures the definition of a "Controller" in the context of data protection. | Data protection addenda |
Controlling Agreement/Conflict Resolution | Captures provisions that specify which of one or more agreements will govern in the event of a conflict between them. | A variety of agreement types including service, supply, distribution and credit agreements |
Corporate Existence Covenant—Bond Indenture | Captures the covenant of the issuer to preserve and keep in full force and effect its corporate existence. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Corporate Organization and Qualification Representation | Captures representations that a party is organized and in good standing, is qualified to carry on its business, and that true and complete copies of its books and records have been given to the other party. | Share purchase agreements, asset purchase agreements and merger agreements |
Corporate Status/Organization Representation—Credit Agreement | Captures representations that a loan party/obligor is duly organized, validly existing and in good standing under applicable law, and that it has the legal capacity to conduct its affairs. | Credit, facility and loan agreements |
Corporate Trustee Required and Eligibility—Bond Indenture | Captures the requirement that the indenture have a corporate trustee, and describes related eligibility and disqualification requirements. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Costs and Expenses | Captures the requirement that the borrower pay costs and expenses associated with the loan transaction. | Credit, facility and loan agreements |
Costs of Transfer | Captures the responsibility of a party to pay all costs and other taxes involved with the transfer of the eligible credit support. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes |
Counterparts | Captures provisions in agreements that provide for execution in any number of counterparts. | Supply agreements and distribution agreements |
Counterparty Specified Entity | Captures whether each party is a "Specified Entity" for the purposes of certain events of default and termination events. | International Swaps and Derivatives Association agreements |
Covenant Compliance Condition | Captures the closing condition that a party has complied with all covenants or obligations under the agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
Covenant Defeasance—Bond Indenture | Captures the covenant defeasance requirements that, if satisfied, relieve the issuer's obligation to comply with the substantive covenants contained in the indenture. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Covenant Suspension/Fall Away—Bond Indenture | Captures the circumstances in which the enforcement of specified covenants will be suspended or terminated. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
"Coverage Ratio"/"Interest Cover" Definition | Captures definitions of ratios measuring the proportion of earnings to interest expenses. | Credit, facility and loan agreements |
Covered Transactions | Captures the scope of transactions to which a 2016 Credit Support Annex applies. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
"Credit Agreement"/"Credit Facility" Definition—Bond Indenture | Captures the definitions of "Credit Agreement", "Credit Facility" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Credit and Corporate Documentation Condition | Captures conditions of borrowing with respect to credit and corporate documentation. | Commitment letters |
Credit Event Merger—Party A | Captures whether or not the "Credit Event Upon Merger" provisions will apply to Party A. | International Swaps and Derivatives Association agreements |
Credit Event Merger—Party B | Captures whether or not the "Credit Event Upon Merger" provisions will apply to Party B. | International Swaps and Derivatives Association agreements |
Credit Event Upon Merger | Captures whether the "Credit Event Upon Merger" provisions apply to either of the parties. | International Swaps and Derivatives Association agreements |
Credit Facility Basket—Bond Indenture | Captures the issuer's ability to incur additional indebtedness pursuant to credit facilities without triggering the limitation on additional debt covenant. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Credit Facility Sizes | Captures the amount of credit facilities, including term, revolving, bridge, swingline, letter of credit or incremental facilities. | Commitment letters |
Credit Support Amount | Captures the calculation of the credit support amount and whether the "S&P", "Moody's" or "Fitch" trigger values apply. | Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes |
Credit Support Document | Captures which documents will constitute "Credit Support Documents" under the agreement. | International Swaps and Derivatives Association agreements |
Credit Support Eligibility Condition | Captures whether the parties have agreed to include any conditions that must be satisfied for collateral to qualify as Eligible Credit Support. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Credit Support Offsets | Captures whether the parties have agreed to offset transfers of collateral under a 2016 Credit Support Annex against transfers of collateral under any Credit Support Annex(es) designated under "Other CSA". | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Credit Support Provider | Captures disclosure or applicability of each party's issuers of credit support, such as a guarantor. | International Swaps and Derivatives Association agreements |
Cross Default | Captures whether defaults under other agreements between the parties can lead to a default under the International Swaps and Derivatives Association master agreement, and the timing of when this event of default can be triggered. | International Swaps and Derivatives Association agreements |
Cross Default and Thresholds | Captures the definitions of "Cross Default", "Specified Indebtedness", "Shareholder's Equity", "Credit Agreement" and "Threshold". | International Swaps and Derivatives Association agreements |
Cross Default Carve-out for Administrative Error | Captures carve-out language which excludes payment delays caused by operational and/or administrative error from triggering an event of default, provided such delay is remedied within a certain period of time. | International Swaps and Derivatives Association agreements |
Cross-Default—Equipment Lease | Captures a default by lessee that is triggered by a default under another agreement. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Curative Allocations | Captures the right of the general partner or manager to make offsetting allocations of income, gain, loss or deduction in respect of certain special/regulatory allocations otherwise allocated to the capital accounts of particular partners or members for the purposes of complying with certain requirements of the regulations under section 704 of the U.S. Internal Revenue Code. | Limited partnership agreements and LLC operating agreements |
Cure Period—Commercial Agreement | Captures specific cure periods for common defaults, including grace periods for non-payment, dismissal of insolvency proceedings, vacating/setting aside judgments, etc. | Service, supply, distribution, and intellectual property agreements |
Cure Period—Credit Agreement | Captures specific cure periods for common borrower defaults, including grace periods for non-payment, dismissal of insolvency proceedings, vacating/setting aside judgments, etc. | Credit, facility, and loan agreements |
Cure Period—Equipment Lease | Captures specific cure periods for common lessee defaults, including grace periods for non-payment, dismissal of insolvency proceedings, vacating/setting aside judgments, etc. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Currency | Captures the currency of payment under an agreement, but does not capture stand-alone currency symbols. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
"Currency" Definition | Captures the definitions of "Currency", "Optional Currency" and any specific currencies that are defined in the agreement. | Credit, facility and loan agreements |
Customer Feedback | Captures provisions relating to customer feedback regarding the services. | Software as a service agreements |
Customers and Suppliers Representation | Captures representations with respect to a party's customers and suppliers. | Share purchase agreements, asset purchase agreements and merger agreements |
Customs and Tariffs | Captures which party is responsible for payment of customs and tariffs under an agreement, as well as any references to customs and tariffs. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
"Data" Definition | Captures the definition of "Data" and similar terms. | General commercial agreements like license and service agreements, in addition to data protection addenda |
"Data Exporter" Definition | Captures the definition of a "Data Exporter" in the context of data protection. | Data protection addenda |
"Data Importer" Definition | Captures the definition of a "Data Importer" in the context of data protection. | Data protection addenda |
Data Processing Instructions | Captures (i) the requirement that data can only be processed on the instructions of the controller/client, and (ii) any data processing instructions contained in the agreement. | Data protection addenda (and may generate false positives on other agreement types). |
"Data Protection Authority" Definition | Captures the definition of a "Data Protection Authority" in the context of data protection. | Data protection addenda |
Data Protection Impact Assessment | Captures provisions with respect to obtaining a "Data Protection Impact Assessment" in the context of data protection. | Data protection addenda |
Data Protection/Privacy (Broad) | Captures any provisions with respect to protection of data, information security or privacy. This smart field is not recommended for use on detailed data protection agreements, but can be used to locate clauses embedded in broader agreements. | License, service and distribution agreements |
"Data Subject" Definition | Captures the definition of a "Data Subject" in the context of data protection. | Data protection addenda |
Date | Captures the date of an agreement, typically found on the cover page. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Date—Bond Indenture | Captures the date of the corporate debt security indenture, typically found on the cover page. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Date of Filing | Captures the date of filing of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Dates of Articles/Bylaws/Amendment | Captures the date of articles of incorporation, bylaws, and other documents associated with incorporation. | Articles and bylaws from the United States, Canada, and England and Wales |
Debtor 1 City | Captures the city of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Country | Captures the country of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 First Name | Captures the first name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Last Name | Captures the last name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Mailing Address | Captures the mailing address of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Middle Name | Captures the middle name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Organization Name | Captures the organization name of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Postal Code | Captures the postal code of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 State | Captures the state of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 1 Suffix | Captures the suffix of the first debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 City | Captures the city of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Country | Captures the country of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 First Name | Captures the first name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Last Name | Captures the last name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Mailing Address | Captures the mailing address of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Middle Name | Captures the middle name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Organization Name | Captures the organization name of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Postal Code | Captures the postal code of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3.Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 State | Captures the state of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Debtor 2 Suffix | Captures the suffix of the second debtor listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Decoration | Captures a tenant's obligation to decorate under a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Deemed Acceptance | Captures provisions with respect to when products or purchase orders will be deemed accepted. | A variety of agreement types including service, supply and distribution agreements |
Default for Breach | Captures borrower default triggered by its failure to perform its obligations under the loan documents. | Credit, facility and loan agreements |
Default for Cessation of Business | Captures borrower default triggered by it ceasing to carry on its business. | Credit, facility and loan agreements |
Default for Creditors' Process—Equipment Lease | Captures a default by lessee as a result of any lien, encumbrance, attachment, etc. being placed on lessee's property (including the leased property) or any expropriation, seizure, or analogous process. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Default for Cross Default/Acceleration | Captures borrower default triggered by a default or acceleration under another agreement. | Credit, facility and loan agreements |
Default for Inaccuracy of Representations/Misrepresentation | Captures borrower default triggered by any inaccuracy or misrepresentation in the representations it provided. | Credit, facility and loan agreements |
Default for Insolvency | Captures borrower default triggered by its insolvency. | Credit, facility and loan agreements |
Default for Invalidity/Unlawfulness | Captures borrower default triggered by any invalidity of the loan documents, or in the event that it becomes unlawful for a borrower to perform its obligations under the agreement. | Credit, facility and loan agreements |
Default for Judgment/Creditors' Process | Captures borrower default for any judgment or order entered against it or any expropriation or analogous process. | Credit, facility and loan agreements |
Default for Non-Payment | Captures borrower default triggered by its failure to pay any amounts due under the agreement. | Credit, facility and loan agreements |
Default for Pension Regulations Non-Compliance | Captures borrower default triggered by its failure to comply with pension legislation including the U.S. Employee Retirement Income Security Act of 1974. | Credit, facility and loan agreements |
Default Interest | Captures the interest rate applied to past due obligations of a tenant. | Commercial leases |
Default Interest—Commitment Letter | Captures default interest provisions. | Commitment letters |
Default Interest (England) | Captures the obligation to pay interest on (i) rent in arrears and late payments, and (ii) late payments due to a landlord refusing rent as a result of a breach by the tenant. It also captures the rate of such interest and the definitions of "Base Rate" and "Prescribed Rate", but excludes interest on reviewed rent. | Commercial and residential real estate leases governed by the laws of England and Wales |
Default Interest/Interest on Overdue Amounts | Captures provisions with respect to the payment of interest in the event that the borrower fails to make payments under the agreement. | Credit, facility and loan agreements |
Default or Termination for Bankruptcy/Insolvency—Lease | Captures a default or right of termination triggered by Tenant/Lessee's insolvency or bankruptcy. | (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases) |
Defaulting Lender Approval | Captures waivers, amendments and other actions where the consent of any defaulting lender is still required. | Credit, facility and loan agreements |
"Defaulting Lender" Definition—Credit Agreement | Captures the definitions of "Defaulting Lender" and "Non-Funding Lender". | Credit, facility and loan agreements |
Defaulting Lender Waterfall | Captures the application and priority of distribution of payments made for the account of a defaulting lender. | Credit, facility and loan agreements, but not on intercreditor agreements |
"Defaulting Lenders" Definition | Captures the definition of "Defaulting Lenders". | Commitment letters |
Deficit Restoration—LPA/LLC | Captures the requirement, if any, of partners or members to restore any deficit or negative balance in their respective capital accounts. | Limited partnership agreements and LLC operating agreements |
Definitions—Year | Captures the year from which the definitions used in the schedule to the International Swaps and Derivatives Association master agreement are derived. | International Swaps and Derivatives Association agreements |
Definitions and Inconsistency—ISDA | Captures which definition sets are incorporated into the agreement, any amendments to those definitions, and which of the definitions prevail in the event of inconsistency. | International Swaps and Derivatives Association agreements |
Delay or Omission Not Waiver—Bond Indenture | Captures provisions specifying that a delay or omission by the trustee or any holder of the corporate debt securities in exercising its right or remedy maturing upon an event of default will not impair the right or remedy or constitute a waiver of or acquiescence in the event of default. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Delivery Amount | Captures any modifications to the standard definition of "Delivery Amount". | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Demands and Notices—CSA | Captures whether the parties have specified an address and other contact information for the purposes of receiving demands, specifications and notices. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Description of Equipment—Equipment Lease | Captures the description of the leased property. It is recommended that this smart field be used in conjunction with "Equipment" Definition—Equipment Lease. | P primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Description of Premises | Captures the description of the leased premises, including details about the building, suite, and/or floor numbers. It also generally captures the square footage and address of the premises, as well as certain appurtenances and reservations affecting the premises. It does not capture the legal description of the premises. It is recommended that this smart field be used together with the Address of Premises and Square Footage of Premises smart fields. It is recommended that this smart field be used instead of the Leased Premises smart field. | Commercial real estate leases from the United States and Canada, as well as some from England. |
Description of the Debt Securities/Amount Authorized—Bond Indenture | Captures the title and principal amount, if provided, of corporate debt securities. This smart field also captures the maximum principal amount of debt authorized that may be issued pursuant to the indenture. Kira provides a separate built-in smart field to capture the interest rate on corporate debt security indentures. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Designation of Restricted and Unrestricted Subsidiaries Covenant—Bond Indenture | Captures the covenant concerning the issuer's ability to designate subsidiaries as either restricted or unrestricted and the effect of such designation. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Devotion of Time—LPA/LLC | Captures the extent to which the general partner or manager is required to devote time to overseeing the business and affairs of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Devotion of Time/Charitable Activities | Captures the requirement that an employee devote a certain amount of time and effort to his or her employment and any permitted charitable activities. | Executive employment agreements |
DIP Financing—Intercreditor Agreement | Captures post-petition/debtor-in-possession financing provisions in intercreditor agreements, including the agreement by creditors not to object to other creditors providing such financing nor to the use of cash collateral for the purposes of such financing. | Primarily on United States intercreditor agreements |
Direct or Indirect Assignment | Captures provisions that restrict "direct or indirect" assignments. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Director and Officer Insurance | Captures the granting of authority for a corporation to procure and maintain insurance coverage for directors and officers against liabilities associated with these roles. | Articles and bylaws from the United States, Canada, and England and Wales |
Director Remuneration | Captures director compensation, and includes who has the authority for establishing amounts or forms of compensation. This smart field does not include any benefits a director is owed in relation to their indemnification by the corporation. | Articles and bylaws from the United States, Canada, and England and Wales |
Directors Action by Written Consent | Captures the directors' right to act by written consent. | Articles and bylaws from the United States, Canada, and England and Wales |
Directors Meetings (Broad) | Captures the general details concerning directors' meetings, including requirements for giving notice of such meetings. | Articles and bylaws from the United States, Canada, and England and Wales |
Directors' and Officers' Indemnification | Captures a purchaser's covenant to maintain existing indemnification protections for the directors and officers of a target company. | Arrangement agreements, purchase agreements and merger agreements |
Discharge of Debt Security—Bond Indenture | Captures the discharge requirements that, if satisfied, relieve the issuer's obligation to comply with any provision of the indenture, including payment obligations. This provision is typically effective when the corporate debt securities are coming due within one year. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Disclaimer of Liability—Loss of Data | Captures provisions relating to loss of data, including limitation of liability for loss of data. | Software as a service agreements |
Disclaimer of Warranties—Equipment Lease | Captures lessor's disclaimer of warranty with respect to the quality, condition, merchantability, suitability, etc. of the leased equipment. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Disclaimer of Warranty | Captures provisions that disclaim all service/product warranties in agreements. It includes provisions stating that a product will be in "as is" condition. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
"Disclosure Letter/Disclosure Schedules" Definition | Captures the definition of disclosure letter or disclosure schedules. | Underwriting agreements and purchase agreements |
Disclosure Required by Law | Captures exceptions to restrictions on the use and disclosure of confidential information where such use or disclosure is required by law. | Non-disclosure agreements |
Discounts | Captures provisions relating to discounts, credits, rebates and preferential pricing. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Dispositions or Asset Sales Covenant | Captures covenants of a borrower not to dispose of assets other than in the ordinary course, and will also capture the definition of "Permitted Dispositions" or any exceptions to the definition of "Asset Sale". | Credit, facility and loan agreements |
Dispute Resolution | Captures the procedures for dispute resolution in an agreement. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
"Disqualified Institutions" Definition | Captures the definitions of "Disqualified Institution" or "Ineligible Institution". | Credit and loan agreements |
"Disqualified Lenders" Definition | Captures the definition of "Disqualified Lenders". | Commitment letters |
"Disqualified Stock" Definition | Captures the definition of "Disqualified Stock". | Credit, facility and loan agreements |
"Disqualified Stock" Definition—Bond Indenture | Captures the definitions of "Disqualified Stock", "Redeemable Stock" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Distribution of Property on Liquidation—LPA/LLC | Captures the final distribution waterfall on the liquidation, dissolution or winding up of a limited partnership or limited liability company. It also captures the liquidator's right, if any, to distribute property in kind to the partners/members as well as liquidation preferences of any class or series of interests in the partnership/company. | Limited partnership agreements and LLC operating agreements |
Distributions of Cash—LPA/LLC | Captures provisions describing the manner in which available cash (and, where applicable, proceeds of sale) is to be distributed among the partners/members, including distribution rights of particular classes or series of partnership/company interests. It also captures special cash distributions to partners or members where regular distributions for the year would be insufficient to cover their applicable income tax liability in respect of partnership or company income allocated to them. | Limited partnership agreements and LLC operating agreements |
Dividends and Distributions | Captures dividend and distribution policies, as well as approval requirements for issuing dividends or distributions. | Shareholders' agreements |
Dividends/Distributions (Articles & Bylaws) | Captures grants of authority to declare dividends or distributions, as well as the restrictions and other rules applicable thereto. | Articles and bylaws from the United States, Canada, and England and Wales |
Do Not Sell Personal Information | Captures affirmative disclosures that must be made by a business that sells the personal information of consumers to third parties, as required by the California Consumer Privacy Act ("CCPA"). This smart field includes notices to consumers on whether the business sells personal information, the right for consumers to opt-out of the sale of personal information, and references/links to the business's "Do Not Sell My Personal Information" page. This smart field does not capture the categories of personal information in the event that such information is sold. | Various privacy policies and notices both before and after enactment of the CCPA. |
Document Delivery | Captures which documents are to be delivered and how they are to be delivered with respect to each party. | International Swaps and Derivatives Association agreements |
Documentation Principles | Captures the documentation principles applicable to a credit facility. | Commitment letters |
Dodd-Frank Compliance | Captures provisions with respect to compliance with the U.S. Dodd–Frank Wall Street Reform and Consumer Protection Act. | A variety of document types including supply, service, employment and distribution agreements |
Does the agreement contain a financial covenant? | Answers whether the agreement contains any borrower's financial covenants, including maintenance of leverage or coverage ratios (yes/no field.) | Credit, facility and loan agreements |
Does the agreement contain a fundamental changes/merger covenant? | Answers whether the agreement contains a fundamental changes/merger covenant (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain a leverage ratio financial covenant? | Answers whether the agreement contains a leverage ratio financial covenant (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain a material adverse change representation? | Answers whether the agreement contains a material adverse change representation (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain a restricted payments covenant? | Answers whether the agreement contains a restricted payments covenant (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain an inability to determine rates/market disruption provision? | Answers whether the agreement contains provisions relating to market disruptions or the inability to determine rates (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain an indebtedness covenant? | Answers whether the agreement contains an indebtedness covenant (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain an independent contractor acknowledgment? | Answers whether the agreement contains an acknowledgment by the parties that they have an independent contractor relationship (yes/no field.) | Service agreements |
Does the agreement contain an interest rate floor? | Answers whether the floating rate loan product contains a negotiated and agreed upon interest rate floor (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement contain an unavailability of screen rate/absence of quotation provision? | Answers whether the agreement contains an unavailability of screen rate/absence of quotation provision (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement provide that overdue payments accrue interest? | Answers whether overdue payments accrue interest. It does not capture provisions relating to interest-bearing amounts in the context of audits or dispute resolution (yes/no field.) | Primarily on service, supply, distribution, and intellectual property agreements |
Does the agreement reference SOFR? | Answers whether the secured overnight financing rate ("SOFR") and similar or related definitions are referenced in the agreement (yes/no field.) | Credit, facility, and loan agreements |
Does the agreement require either party to create backups of customer data? | Answers whether the agreement requires either party to create backups of customer data. It does not capture provisions relating to (i) the right to use customer data to create backups; or (ii) the right to retain customer data in backups (yes/no field.) | Software as a service agreements |
Does the contract contain a disclaimer of liability for indirect, consequential and/or other similar damages? | Answers whether the agreement contains a disclaimer of liability (whether or not subject to carve-outs) for indirect, consequential, punitive, incidental and/or other similar damages. This yes/no field does not interpret exclusions from indemnity or other specific payment obligations as disclaimers. | Primarily on service, supply, and intellectual property agreements |
Does the contract specify when notice is deemed to be given? | Answers whether the notice terms of an agreement stipulate when notice is deemed to be given by one party to another for the purposes of the agreement (yes/no field.) | Primarily on service, supply, and intellectual property agreements |
Does the customer grant a license to use its data? | Answers whether the customer grants the provider a license to use its data or content. It does not capture provisions relating to aggregated data or feedback (yes/no field.) | Software as a service agreements |
Does the ISDA Schedule contain a change in ownership provision? | Answers whether the ISDA Schedule contains a change in ownership provision (yes/no field.) | International Swaps and Derivatives Association agreements |
Does the landlord have a right to relocate the tenant's premises? | Answers whether the lease contains a right in favor of the landlord to relocate all or a portion of the tenant's premises. This yes/no field is not intended to capture landlord rights to relocate tenant equipment, parking spaces or other ancillary space to which a tenant is entitled. | Leases from the United States and Canada |
Does the lease contain a purchase option in favor of Tenant/Lessee? | Answers whether tenant/lessee has the option under a lease to purchase the leased premises or other leased property (yes/no field.) | (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases) |
Does the lease contain a purchase ROFO/ROFR? | Answers whether tenant/lessee has a right of first offer or a right of first refusal under a lease to purchase the leased premises or other leased property (yes/no field.) | (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases) |
Does the lease contain peppercorn rent or a rent free period? | Answers whether the lease contains peppercorn rent, or a rent free or de minimus rent period (yes/no field.) | Commercial and residential real estate leases governed by the laws of England and Wales |
Does the lease give the landlord the right to gross up the tenant's operating expenses? | Answers whether the lease gives the landlord the right to gross up a tenant's operating expenses or property taxes in the event that the building is not completely occupied (yes/no field.) | U United States and Canadian leases |
Does the lease name a guarantor of tenant's obligations? | Answers whether the lease names a guarantor of the tenant's obligations under the lease (yes/no field.) | United States and Canadian leases |
Does the lease provide the tenant with a cure period for a monetary default? | Answers whether the lease grants the tenant with a cure period for a monetary default. This yes/no field is not intended to capture cure periods for monetary defaults by other parties. | Leases from the United States and Canada |
Does the lease provide the tenant with a free rent period? | Answers whether the lease provides the tenant with a free rent period. This yes/no field captures free rent periods expressed as an affirmative right or credit and does not capture abatements that are only expressed within a rent table. | Leases from the United States and Canada |
Does the lease require the tenant to obtain business interruption insurance? | Answers whether the lease requires the tenant to obtain business interruption, loss of income, or extra expense insurance (yes/no field.) | United States and Canadian leases |
Does the lease require the tenant to take any restoration actions at the determination of the term? | Answers whether the tenant is obligated under the lease to take any actions to restore, redecorate or reinstate the premises at, or shortly prior to, the determination of the term (yes/no field.) | Commercial and residential real estate leases governed by the laws of England and Wales |
Does the lease specify rent payable in the event of holdover? | Answers whether the lease specifies the amount of rent payable in the event the tenant holds over beyond the expiration of the term (yes/no field.) | United States and Canadian leases |
Does the tenant have an obligation to pay percentage rent? | Answers whether the tenant has an obligation to pay percentage rent pursuant to the lease (yes/no field.) | United States and Canadian commercial leases |
Does the tenant have an obligation to provide financial statements to the landlord? | Answers whether the tenant has an obligation under the lease to deliver the financial statements of the tenant (or the tenant's guarantor) to the landlord, including requirements to deliver such financial statements in connection with the exercise of options under the lease or the calculation of percentage rent (yes/no field.) | United States and Canadian leases |
Does the tenant have the option to renew or extend the lease term? | Answers whether the tenant has an option to renew or extend the lease term (yes/no field.) | United States and Canadian commercial leases |
Does this agreement contain a warranty? | Answers whether an agreement contains a warranty relating to the quality and/or performance of a particular product or service, including information about exclusions from such warranty as well as the supplier's or service provider's obligations in respect of the warranty. It generally does not capture any other warranties, including those relating to title, ownership of intellectual property, existence and capacity to contract (yes/no field.) | Primarily on service, supply, and intellectual property agreements |
Does this contract contain an inflation adjustment? | Answers whether the price or other monetary amount under a contract is subject to a cost of living or inflation adjustment, including capturing the definition of any reference index used for the purposes of such adjustment (yes/no field.) | Primarily on service, supply, and intellectual property agreements |
Does this contract contemplate payment of a non-refundable amount? | Answers whether a party is required to make a non-refundable payment or deposit under an agreement (yes/no field.) | Primarily on service, supply, and intellectual property agreements |
Does this contract renew automatically? | Answers whether an agreement contains an automatic renewal provision (yes/no field.) | Primarily on service, supply, and intellectual property agreements |
Does this document contain a sublease agreement? | Answers whether the document is, or whether it contains, a sublease agreement, sublease amendment or sublease consent. This yes/no field is not intended to capture "form" sublease documents (documents with blanks to be completed which have been attached as exhibits to a lease). | United States and Canadian leases |
Drag Along Rights | Captures drag along rights (the right of a selling shareholder to require a minority shareholder to sell its shares). | Shareholders' agreements |
Duration | Captures the length of the initial term of an agreement. | A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase, and franchise agreements |
Duration of Guaranteed Compensation/Benefits | Captures the period after closing during which the purchaser has committed to providing compensation and benefits to certain continuing target employees. It is recommended that this smart field be used in conjunction with Post-Closing Compensation/Benefits. | Arrangement agreements and merger agreements |
Duties and Rights of Trustee—Bond Indenture | Captures the duties and rights of the indenture trustee. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Duty to Investigate/Monitor/Assist Upon Breach | Captures the obligation of a party to investigate, assist with or mitigate harm from any potential breaches of data security. | General commercial agreements like license and service agreements, in addition to Data protection addenda |
Duty to Mitigate | Captures the requirement that a party must take steps to mitigate its losses upon becoming aware of the event causing such losses. | Share purchase agreements, asset purchase agreements and merger agreements |
Early Payment Discount | Captures provisions with respect to discounts for early payments. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
"EBITDA" Definition | Captures various definitions related to the calculation of earnings before interest, tax and amortization. | Credit, facility and loan agreements |
"EBITDA" Definition—Bond Indenture | Captures the definition of "EBITDA" (earnings before interest, taxes, depreciation and amortization) and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
ECP Keepwell Provision | Captures the undertaking by eligible contract participant guarantors to fulfill the obligations of other guarantors, which would otherwise be excluded under the U.S. Commodity Exchange Act rules and similar rules. | Credit, facility and loan agreements |
"EEA Financial Institution" Definition | Captures the definition of "EEA Financial Institution" for the purposes of the bail-in rules under the EU Bank Recovery and Resolution Directive (2014/59/EU). | Credit, facility and loan agreements |
EEA Financial Institution Representation | Captures representations that a loan party/obligor is not an EEA Financial Institution for the purposes of the bail-in rules under the EU Bank Recovery and Resolution Directive (2014/59/EU). | Credit, facility and loan agreements |
Effective Date | Captures definitions of effective date or commencement date. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Effective Date—Franchise Disclosure Document | Captures the effective date(s) of the franchise disclosure document. | Franchise disclosure documents |
"Effective Time" Definition | Captures the definition of the effective time. | Purchase agreements |
Effects of Termination | Captures the effects or consequences of terminating an agreement. | A variety of document types including supply, service, employment and distribution agreements |
Efforts Standard Applicable to Closing Conditions | Captures the efforts standard (e.g. commercially reasonable efforts, best efforts, etc.) required in the covenant to satisfy the closing conditions of the agreement. | Arrangement agreements, purchase agreements and merger agreements |
Efforts Standard Applicable to Obtaining Antitrust Approval | Captures the general efforts standard (e.g., commercially reasonable efforts, best efforts, etc.) required in the covenant to obtain antitrust approval for the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Efforts Standard Applicable to Obtaining Financing | Captures the efforts standard (e.g., commercially reasonable efforts, best efforts, etc.) required in the covenant to obtain financing and alternative financing for the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Elective Termination | Captures circumstances in which either or both parties may elect to terminate the agreement. | International Swaps and Derivatives Association agreements |
Electronic Signature | Captures instances where electronically delivered signed documents are deemed original signatures. It also captures the permitting of electronic signatures. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Eligibility to Hold Posted Collateral and Custodians | Captures the conditions imposed on a secured party before it is entitled to hold, or to appoint a custodian to hold, collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law |
"Eligible Accounts" Definition | Captures the definitions of "Eligible Accounts" or "Eligible Receivables" typically referenced in the borrowing base formula for asset based loans. | Credit and loan agreements |
Eligible Assignees | Captures the types of parties to which a lender may assign a loan. | Credit, facility and loan agreements |
Eligible Claim Threshold | Captures indemnification provisions that require that an individual loss, or a series of related losses, exceed a specified threshold before a claim can be made. | Share purchase agreements, asset purchase agreements and merger agreements |
Eligible Collateral/Eligible Credit Support | Captures the types of collateral that are acceptable for the purposes of the Credit Support Annex. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Eligible Contract Participant Representation | Captures representations that a party is an "eligible contract participant" within the meaning of the U.S. Commodity Exchange Act. | International Swaps and Derivatives Association agreements |
Eligible Currency | Captures the currencies (including the "Base Currency") in which cash collateral may be denominated. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
"Eligible Equipment" Definition | Captures the definition of "Eligible Equipment" typically referenced in the borrowing base formula for asset based loans. | Credit and loan agreements |
"Eligible Inventory" Definition | Captures the definition of "Eligible Inventory" typically referenced in the borrowing base formula for asset based loans. | Credit and loan agreements |
"Eligible Real Estate" Definition | Captures the definition of "Eligible Real Estate" typically referenced in the borrowing base formula for asset based loans (and will also capture separately defined real estate eligibility requirements). | Credit and loan agreements |
Email Contact at Filer | Captures the email contact at the filer of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Employee Benefits—Car | Captures an employee's entitlement to a car/gas allowance provided by an employer. | Executive employment agreements |
Employee Benefits—Health/Dental/Retirement/Pension | Captures an employee's entitlement to health, dental, retirement and pension benefits. This smart field also captures an employee's entitlement to be covered by an employer's director and officer liability insurance. | Executive employment agreements |
Employee Benefits—Vacation/Leave | Captures an employee's entitlement to vacation and leaves of absences. | Executive employment agreements |
Employee Disability | Captures provisions relating to an employee's disability. | Executive employment agreements |
Employee Duties | Captures provisions that outline an employee's duties and responsibilities in the course of his/her employment. | Executive employment agreements |
Employee Equity Clawback | Captures the right of an employer to clawback equity previously granted to an employee. | Executive employment and option agreements |
Employee Name | Captures the name of the employee. | Executive employment agreements |
Employment and Labor Representation | Captures representations with respect to employment and labor matters. | Share purchase agreements, asset purchase agreements and merger agreements |
"Encumbrance" Definition | Captures the definition of an encumbrance or lien. | Underwriting agreements and purchase agreements |
End Date | Captures the end date (or events that trigger an end date contained in the term provision) of the initial term of an agreement. | A variety of agreement types including service, supply, distribution, intellectual property and employment agreements |
End of Employment & Termination | Captures provisions detailing the effects that an option holder's end of employment will have on the vesting and exercisability of the stock option. These effects may include forfeiture, accelerated vesting and/or revised exercisability periods. For the purpose of this smart field, "end of employment" shall include formal termination (e.g. with or without cause) as well other forms of employment cessation (e.g. disability, death, retirement, etc.). | Option agreements |
End of Life | Captures provisions that outline a party's obligations with respect to the end of life of a product/service. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
End of Term Obligations | Captures the obligations of a tenant at the end of the lease term, including (i) the yield up/reinstatement clause, (ii) reinstatement of alterations, additions and signs, and (iii) end of term repair obligations. It excludes end of term obligations relating to delivery of Construction, Design and Management files, land registry filings and health and safety files. | Commercial and residential real estate leases governed by the laws of England and Wales |
Enforcement and Defense | Captures provisions relating to the enforcement and defense of intellectual property. It includes who has rights to defend and settle third party claims and the enforcement of intellectual property against third party infringement. It does not include references to defending claims in indemnification provisions, severability clauses, or representations and warranties regarding enforceability. | A variety of license agreements |
Entire Agreement | Captures an acknowledgment by the parties to an agreement that it represents the complete and final agreement between them. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Environmental Indemnity—Lease | Captures express indemnities by a party relating to environmental issues. It is recommended that this smart field be used with the general "Indemnification" smart field. | United States and Canadian commercial leases |
"Environmental Reports" Definition | Captures the definition of environmental reports as part of the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Environmental Representation | Captures representations with respect to environmental matters. | Share purchase agreements, asset purchase agreements and merger agreements |
Environmental Representation—Credit Agreement | Captures representations of a borrower with respect to environmental matters. | Credit, facility and loan agreements |
"Equipment" Definition | Captures the definitions of "Equipment" or "Fixtures". | Credit and loan agreements |
"Equipment" Definition—Equipment Lease | Captures the definition of "Equipment", including common variations on such term (e.g., Leased Property, Assets, Aircraft, etc.). It is recommended that this smart field be used in conjunction with Description of Equipment—Equipment Lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Equity Clawback Redemption Provision—Bond Indenture | Captures the provision allowing the issuer to redeem a portion of the debt issued pursuant to corporate debt security indentures with the proceeds of an equity offer. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Equity Cure Rights | Captures rights of a borrower to cure a breach of the financial covenants with an equity injection. | Credit and loan agreements |
ERISA Representation | Captures representations with respect to a party's status under the Employee Retirement Income Security Act of 1974 ("ERISA") and the U.S. Internal Revenue Code of 1986 ("Code"), including that such party is (i) not an "employee benefit plan" or other type of plan for the purposes of ERISA or the Code, (ii) not acting on behalf of such a plan, and (iii) not holding assets that are "plan assets" for the purposes of ERISA. | International Swaps and Derivatives Association agreements |
Escrow | Captures escrow provisions, pursuant to which funds are held by a third party in order to secure indemnification obligations. | Share purchase agreements, asset purchase agreements and merger agreements |
Escrow Account | Captures the definition of the type of account that the escrow funds are to be held in. | Share purchase agreements, asset purchase agreements and merger agreements |
"Escrow Agent" Definition | Captures the definition of the escrow agent. | Share purchase agreements, asset purchase agreements and merger agreements |
"Escrow Agreement" Definition | Captures the definition of the escrow agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
Escrow Amount | Captures the amount that is deposited into escrow with respect to a transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Estoppel Certificate Requirements | Captures the obligation of a tenant or landlord to provide an estoppel certificate. | Commercial leases |
"European Union" Definition | Captures the definition of the European Union. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Events of Default | Captures modifications to the standard language as to what constitutes an event of default. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Events of Default—Bond Indenture | Captures the events of default when the issuer violates a provision of the indenture and does not cure such violation within the requisite time period. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Events of Default—Commitment Letter | Captures a borrower's events of default. | Commitment letters |
Events of Default—Equipment Lease | Captures the events of default provision in a lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Events of Default—ISDA | Captures what events would cause a default under the International Swaps and Derivatives Association master agreement. | International Swaps and Derivatives Association agreements |
Events of Default—Lease | Captures specified tenant "events of default" or other tenant defaults giving rise to a landlord's right to terminate the lease. | Leases from the United States and Canada |
Events of Default (or Termination)—Commercial Agreements | Captures the events of default in commercial agreements, including certain events (primarily material breach and insolvency) giving rise to a right of termination. | Service, supply, distribution, and intellectual property agreements |
Events of Dissolution—LPA/LLC | Captures the events causing the dissolution or termination of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Evidence of Loans | Captures the requirement of the lender to maintain records evidencing the indebtedness. | Credit, facility and loan agreements |
"Excess Availability" Definition | Captures the definitions of "Excess Availability", "Availability" and similar concepts setting out the amount available to be borrowed under an asset based loan. | Credit and loan agreements |
Excess Nonrecourse Liabilities | Captures provisions relating to the determination of a partner or member's share of excess nonrecourse liabilities. | Limited partnership agreements and LLC operating agreements |
Exchange Rate/Exchange Rate Risk | Captures the exchange rate of foreign currencies and provisions relating to currency fluctuations. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
"Excluded Subsidiary" Definition | Captures the definition of "Excluded Subsidiary". | Credit, facility and loan agreements |
"Excluded Swap Obligation" Definition | Captures the definition of "Excluded Swap Obligations" in the context of the Commodity Exchange Act rules and similar rules. | Credit, facility and loan agreements |
"Excluded Taxes" Definition | Captures the definition of "Excluded Taxes". | Credit, facility and loan agreements |
Exclusive Remedy | Captures limitations on the types of remedies a party can seek in the event of a breach of a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
Exclusivity | Captures grants of exclusive distribution rights, exclusive licenses and other exclusive rights. It also captures the obligation to purchase all of a party's requirements for a product or service from the other party and prohibitions against selling products or services to competitors. | A variety of agreement types including service, supply, distribution, franchise, and intellectual property agreements |
Execution of Documents/Authority to Bind Corporation | Captures who in the corporation has authority to execute documents that create external obligations to third parties (indebtedness, contracts, etc.), as well as who has authority to affix the corporate seal to documents memorializing such external obligations. This smart field does not capture signing authority for internal corporate documents. | Articles and bylaws from the United States, Canada, and England and Wales |
Exercise Price | Captures the price at which the stock option may be exercised. This will not capture total exercise price, only exercise price per share. | Option agreements |
Existence, Permits and Authorization Covenant | Captures covenants of a borrower to maintain its existence, obtain and maintain any permits necessary to conduct its business and obtain any authorizations necessary for it to perform its obligations under the agreement. | Credit, facility and loan agreements |
Existing Debt Representation | Captures representations that there is no existing debt or that any existing debt has been disclosed. | Credit, facility and loan agreements |
Existing Debt/Refinancing Condition | Captures conditions of borrowing with respect to existing debt of the borrower. | Commitment letters |
Expense Reimbursement | Captures expenses that are reimbursable by an employer (except for car-related expenses, which are captured under a separate smart field). | Executive employment agreements |
Expiration Date—Lease | Captures the date on which a lease (or renewal term of a lease) expires. | Commercial leases |
Expiration Date—Option Agreements | Captures the specific expiry date of a stock option, if defined, as well as the time period within which the stock option must be exercised before expiring. This smart field will not capture provisions covering early expiration as a result of termination, end of employment or other acceleration events (e.g. change of control). | Option agreements |
Export Control | Captures a party's compliance with laws prohibiting or restricting the export of products. | A variety of agreement types including service, distribution, intellectual property and supply agreements |
Exposure | Captures modifications to the standard definition of "Exposure". | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Express Non-Reliance | Captures the parties' acknowledgment that the representations and warranties in the agreement are the only representations and warranties the parties relied on in entering into the agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
Facility Fee | Captures fees payable on a revolving commitment (whether used or unused). | Credit, facility and loan agreements |
Fair Market Rent | Captures the definition of "Fair Market Rent" and similar terms in a lease, as well as the process by which a rental rate based upon fair market rent is calculated or disputed under the lease. | Leases from the United States and Canada |
"FATCA" Definition | Captures the definition of "FATCA". | Credit, facility and loan agreements |
Fees and Expenses—Equipment Lease | Captures fees and expenses under a lease that lessee (and, if applicable, lessor) has agreed to pay. It is recommended that this smart field be used together with the Reimbursement—Lease Accounting smart field. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Fiduciary Out | Captures a target board of directors' right to change its recommendation or otherwise take action in response to a superior proposal or an intervening event where failure to do so would be inconsistent with its fiduciary duties and/or applicable law. | Arrangement agreements and merger agreements |
Fiduciary Termination Right | Captures a board of directors' right to terminate the contemplated transaction in response to a superior proposal or an intervening event where failure to do so would be inconsistent with its fiduciary duties and/or applicable law. | Share purchase agreements, asset purchase agreements and merger agreements |
File Number | Captures the file number of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Financial Covenant—Fixed Charge Coverage Ratio | Captures fixed charge ratio financial covenants. | Credit, facility and loan agreements |
Financial Covenant—Interest/Debt Service Coverage Ratio | Captures interest cover ratio and debt service ratio financial covenants. | Credit, facility and loan agreements |
Financial Covenant—Leverage Ratio | Captures leverage ratio financial covenants for various forms of leverage ratios including (without limitation) debt to equity, debt to EBITDA, debt to total assets, and debt to capitalization. | Credit, facility and loan agreements |
Financial Covenants | Captures the financial covenants of a borrower. | Commitment letters |
Financial Covenants—Credit Agreement | Captures a borrower's financial covenants, including maintenance of leverage or coverage ratios. | Credit, facility and loan agreements |
Financial Information Condition | Captures conditions of borrowing with respect to delivering financial information. | Commitment letters |
Financial Reports—LPA/LLC | Captures the obligation of the general partner or manager to provide partners or members with periodic financial reports. | Limited partnership agreements and LLC operating agreements |
Financial Statements and Information Reporting Covenant | Captures covenants of a borrower to deliver financial statements and other information to the lenders or agents. | Credit, facility and loan agreements |
Financial Statements Covenant—Lease | Captures obligations of a tenant to deliver the tenant's financial statements to the landlord, including requirements to deliver financial statements in connection with the exercise of certain options under a lease or the calculation of percentage rent. It does not capture any right of a landlord to inspect books and records or detail the types of financial statements or accounting methods that a tenant must use, or capture representations about any financial statements. | United States and Canadian commercial leases |
Financial Statements Representation | Captures representations with respect to a party's financial statements. | Share purchase agreements, asset purchase agreements and merger agreements |
Financial Statements Representation—Credit Agreement | Captures representations that the financial statements of a borrower fairly present its financial condition and have been prepared in accordance with GAAP. | Credit, facility and loan agreements |
Fiscal/Financial Year | Captures the establishment of a corporation's fiscal year-end, as well as language granting authority for a particular party to establish or alter the fiscal year-end. | Articles and bylaws from the United States, Canada, and England and Wales |
Fiscal/Tax Year of Partnership/Company | Captures the fiscal year and, if applicable, tax year of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Force Majeure | Captures the consequences of a force majeure or extraordinary occurrence. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Force Majeure—Acts of Government | Captures actions and/or omissions of government that qualify as force majeure events. | Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field. |
Force Majeure—Bond Indenture | Captures the Force Majeure clause that provides the indenture trustee will not be responsible or liable for any failure or delay in the performance of its obligations caused by forces beyond its reasonable control. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Force Majeure—Catch-All Language | Captures catch-all language in force majeure provisions that broadens the scope of force majeure events beyond the specific events listed. | Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field. |
Force Majeure—Exceptions | Captures specific exceptions to force majeure events. | Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field. |
Force Majeure—Notification Requirements | Captures the notification requirements a party must follow when a force majeure event has occurred. | Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field. |
Force Majeure—Public Health Events | Captures qualifying public health events such as epidemic, quarantine, and other health emergencies. | Primarily on supply, service, and intellectual property agreements. It is recommended that this smart field be used together with the Force Majeure smart field. |
Force Majeure (Lease) | Captures force majeure clauses and other provisions excusing performance of a covenant when performance is out of the control of the party to perform. | Leases from the United States and Canada |
Foreign Corrupt Practices Act Compliance | Captures a party's compliance with the U.S. Foreign Corrupt Practices Act (FCPA). | A variety of agreement types including service and supply agreements |
Forfeiture/Events of Default (England) | Captures the right of a landlord to forfeit a lease by re-entering the premises upon the occurrence of qualifying factors. It also captures the definitions of "Insolvency" and "Event of Insolvency". | Commercial and residential real estate leases governed by the laws of England and Wales |
Formation of Partnership/Company | Captures information regarding the formation of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Forum Selection/Dispute Resolution (Articles & Bylaws) | Captures forum selection provisions and procedures for dispute resolution. | Articles and bylaws from the United States, Canada, and England and Wales |
Franchise Location | Captures the location of the franchised establishment (if applicable). | Franchise agreements |
Franchise Manual | Captures the definitions and other related provisions that pertain to the franchise operations manual, which governs the franchise unit performance, procedures and conduct. | Franchise agreements |
Franchise Marketing Obligations | Captures provisions relating to requirements for marketing the franchised business. | Franchise agreements |
"Franchise System" Definition | Captures the definition of the Franchise System and related language detailing what comprises the Franchise System. | Franchise agreements |
Franchise Territory | Captures the territory in which the franchisee may operate the franchised business. It also captures the area in which the franchisee may locate the franchised business. | Franchise agreements |
Franchise Training Requirements | Captures provisions relating to training requirements expected of both the franchisee and franchisor. | Franchise agreements |
Franchised Business Definition | Captures the definition of the business that is covered under the franchise arrangement. | Franchise agreements |
Franchisee Standard | Captures the standard that the franchisee must uphold with respect to the operation, development, and promotion of the franchise. | Franchise agreements |
Freedom from Discrimination | Captures affirmative disclosures to consumers of their right to be free from discrimination for exercising their privacy rights, as required by the California Consumer Privacy Act ("CCPA"). | Various privacy policies and notices both before and after enactment of the CCPA. |
Full Disclosure/No Misleading Information Representation | Captures representations by a borrower that all factual information provided by it to the lenders or agents is true and complete in all material respects. | Credit, facility and loan agreements |
Full Disclosure/No Misleading Statements Representation | Captures representations that a party has not made any untrue statements of material fact or omitted to state a material fact necessary in order to make statements made not misleading (in the agreement or in other disclosure documents and communications). | Share purchase agreements, asset purchase agreements and merger agreements |
Fundamental Changes/Merger Covenant | Captures covenants of a borrower not to enter into any amalgamation, demerger, merger, consolidation or corporate reorganization. | Credit, facility and loan agreements |
Further Assurances—Credit Agreement | Captures further assurances provisions within the credit agreement and any attachments thereto. | Credit, facility and loan agreements, but not on intercreditor agreements |
Further Instruments and Acts Covenant—Bond Indenture | Captures the covenant of the issuer to execute and deliver such further instruments and perform such further acts as may be necessary to fulfill the purpose of the corporate debt security indenture. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
FX Haircut Percentage | Captures whether the parties have agreed to specify an FX haircut percentage. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Garden Leave | Captures provisions relating to garden leave. | Executive employment agreements |
"General Partner" Definition | Captures the definition of "General Partner". It does not however capture this defined term in the recitals (use the Parties smart field for that purpose). | Limited partnership agreements |
"Good Reason" Definition | Captures the definition of "Good Reason" in employment agreements. | Executive employment and option agreements |
Governing Law | Captures the law that governs an agreement. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Governing Law (Full Paragraph) | Captures the law that governs an agreement. It was trained to pick up the entire paragraph of the governing law provision. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Government/Third Party Authorization Representation | Captures representations that any external authorizations, approvals or consents from any governmental authority or other third party have been obtained or are otherwise not required in connection with the execution of the agreement. | Credit, facility and loan agreements |
Grant Date | Captures the date on which the stock option shall be granted. This date is sometimes different than the effective date of the agreement. | Option agreements |
Grant of Access to Protected Health Information | Captures the requirement for business associates to grant access to protected health information to covered entities and individuals, pursuant to the Health Insurance Portability and Accountability Act (HIPAA). | Business associate agreements |
Gross Income Allocation | Captures the requirement that any partner or member who has a capital account deficit at the end of any partnership/company fiscal year be specially allocated items of gross income and gain to the extent of such deficit. | Limited partnership agreements and LLC operating agreements |
Gross Up | Captures a landlord's ability to gross up a tenant's operating expenses in the event that the building is not completely occupied. | Commercial leases |
Guarantor | Captures the name of the guarantor. | Commercial leases |
"Guarantor" Definition—Bond Indenture | Captures the definition of "Guarantor" and similar terms. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Hardship | Captures provisions relating to unforeseen events that occur after the execution of the agreement that could result in an excessive burden being placed on one of the parties. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Holdover | Captures the consequences of a tenant continuing to occupy leased premises after the lease term expires. | Commercial leases |
Illegality | Captures the notice requirements and consequences of it becoming unlawful for a lender to perform its obligations under the agreement. | Credit, facility and loan agreements |
"Immaterial Subsidiary"/"Dormant Subsidiary" Definition | Captures the definitions of "Immaterial Subsidiary" or "Dormant Subsidiary". | Credit, facility and loan agreements |
Implementation of Safeguards | Captures the business associate's obligation to implement safeguards, and comply with the Security Rule where applicable, to prevent the unauthorized use or disclosure of protected health information. It does not capture (i) general obligations to comply with the Health Insurance Portability and Accountability Act (HIPAA) or other applicable laws; (ii) specific information security requirements; (iii) inspection or audit rights; or (iv) provisions relating to the Red Flags Rule. | Business associate agreements |
Inability to Determine Rates/Market Disruption | Captures the notice requirements and consequences in the event that the interest rate is not available or cannot be ascertained. | Credit, facility and loan agreements |
Incorporation Number (Articles & Bylaws) | Captures the corporation number. | Articles and bylaws from the United States, Canada, and England and Wales |
Increased Capital Requirements | Captures the notice requirements and consequences in the event that a lender determines that, as a result of a change in law, its rate of return on capital has been reduced. | Credit, facility and loan agreements |
Increased Costs | Captures the obligation of a borrower to compensate a lender for any increase in costs as a result of a change in law. | Credit, facility and loan agreements |
Incremental Facilities | Captures provisions with respect to incremental credit facilities. | Commitment letters |
Indebtedness Covenant | Captures covenants of a borrower not to incur any indebtedness, and also captures the definition of "Permitted Indebtedness". | Credit, facility and loan agreements |
"Indebtedness" Definition | Captures the definitions of "Indebtedness" or "Debt". | Credit, facility and loan agreements |
"Indebtedness" Definition—Bond Indenture | Captures the definitions of "Indebtedness", "Debt", "Guaranteed Indebtedness", "Consolidated Indebtedness", "Consolidated Debt" and similar terms. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Indemnification—Bond Indenture | Captures indemnification provisions. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Indemnification and Expenses | Captures obligations of a borrower to indemnify the lenders, or pay their expenses. | Commitment letters |
Indemnification Basket/Deductible | Captures indemnification provisions that require that aggregate damages exceed a specified threshold before a claim can be made and/or that specify a deductible to which claims are subject. | Share purchase agreements, asset purchase agreements and merger agreements |
Indemnification Cap | Captures indemnification provisions that cap the amount of damages that can be claimed. | Share purchase agreements, asset purchase agreements and merger agreements |
Indemnification Payment as Adjustment to Purchase Price | Captures the parties' acknowledgment that any indemnification payments made pursuant to the agreement will be treated as an adjustment to the purchase price set forth in the agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Indemnified Taxes"/"Other Taxes" Definition | Captures the definitions of "Indemnified Taxes", "Other Taxes", "Tax Payment" and "Stamp Taxes". | Credit, facility and loan agreements |
Indemnity | Captures indemnification or hold harmless provisions. | A variety of agreement types including service, supply, distribution, intellectual property and employment agreements |
Indemnity—Equipment Lease | Captures indemnity provisions (including tax indemnities) in a lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Indemnity (Articles & Bylaws) | Captures indemnification provisions. | Articles and bylaws from the United States, Canada, and England and Wales |
Independent Amount | Captures whether a posting of an independent amount will be required (either a fixed sum or a percentage of the notional amount of the transactions). | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Independent Contractors | Captures an acknowledgment by parties to an agreement that their relationship is that of independent contractors. | Supply agreements and distribution agreements |
Independent Legal Advice | Captures an acknowledgment by an employee that he or she has had the opportunity to obtain independent legal advice. | Executive employment agreements |
Inflation/Index Rent Adjustment—Lease Accounting | Captures adjustments to rent based on inflation or a change in a specified index and includes related definitions. It also captures adjustments to rent based on a fixed percentage that approximates inflation. It does not capture adjustments to expenses or other amounts under a lease based on inflation or a change in a specified index nor does it capture adjustments to rent based on changes in market rental values. | Commercial real estate leases and equipment leases |
Information Rights | Captures a shareholder's right to access financial or other information about a company. | Shareholders' agreements |
Initial Fee—Franchise | Captures provisions relating to the initial fee franchisees must pay to set up the initial franchise. It also includes one time fees payable, such as relocation fees or transfer fees. | Franchise agreements |
Initial Term | Captures the initial term of an agreement, excluding any extensions or renewals. | A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements |
Injunctive Relief | Captures whether a party has the right to seek injunctive relief. | A variety of agreement types including service, intellectual property, supply, distribution, and non-disclosure agreements |
Inspection of Internal Practices, Books and Records | Captures the business associate's obligation to make its internal practices, books and records relating to the use and disclosure of protected health information available to the Secretary of Health and Human Services. | Business associate agreements |
Insurance | Captures a party's obligation to obtain insurance, but does not include insurance-related indemnity obligations. | A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase and lease agreements |
Insurance—Lease | Captures a party's obligations to provide insurance under a lease, the specifications for such insurance, and a party's rights to settle and hold insurance proceeds. | United States and Canadian leases |
Insurance Agency Standard | Captures a party's obligation to obtain insurance from companies with a certain agency standard/rating. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Insurance Condition—Credit Agreement | Captures conditions of borrowing with respect to the delivery of evidence of required insurance. | Credit, facility and loan agreements |
Insurance Covenant | Captures covenants of a borrower to maintain insurance. | Credit, facility and loan agreements |
Insurance Obligations—"Insured Risks" Definition | Captures the definition of "Insured Risks" in leases. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—"Uninsured Risks" Definition | Captures the definitions of "Uninsured Risks", "Uninsured Damage", "Policy Exclusions" and "Excluded Risks" in leases. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—Equipment Leases | Captures lessee's (and, if applicable, lessor's) obligation to obtain insurance. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Insurance Obligations—Insurance Rent | Captures a tenant's obligation to pay insurance rent, any definition of "Insurance Rent" and its contents and any specified proportion of insurance rent. It also captures an obligation to pay for valuations and re-valuations related to insuring the premises, but excludes consequential payments under insurance. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—Landlord's Obligations | Captures a landlord's insurance obligations under a lease, but excludes the obligation to produce evidence of insurance to a tenant and reinstatement obligations or limitations on a landlord's obligation to insure. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—Reinstatement | Captures the primary obligation to reinstate the premises following damage or destruction of the premises by an insured or uninsured risk. Regarding uninsured risks, it includes the right of a landlord to either elect to reinstate or to determine the lease. This smart field excludes the obligation of a tenant to contribute or to lay out monies received where a tenant has vitiated insurance, increased the cost of insurance by any act or default or has effected insurance where it was prohibited from doing so. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—Rent Cesser | Captures suspension of rent provisions as a result of damage or destruction of the premises by an insured or uninsured risk. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—Tenant's Obligations | Captures a tenant's (i) negative insurance covenants (e.g. not to vitiate insurance, to effect insurance, or to adversely affect the landlord's insurance), (ii) obligation to comply with requirements and recommendations of an insurer, (iii) obligation to vacate the premises following an insurance event, (iv) obligation to contribute to reinstatement or make payment to a landlord in the event of vitiation of insurance and (v) obligation to make payment to a landlord where a tenant effects separate insurance, but excludes an obligation to insure plate glass and third-party insurance. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Obligations—Termination on Damage and Destruction | Captures any automatic trigger or option of a landlord or tenant to determine the lease in the event of damage or destruction to the premises by an insured or uninsured risk. | Commercial and residential real estate leases governed by the laws of England and Wales |
Insurance Representation | Captures representations with respect to a party's insurance coverage. | Share purchase agreements, asset purchase agreements and merger agreements |
Intellectual Property Representation | Captures representations with respect to intellectual property matters. | Share purchase agreements, asset purchase agreements and merger agreements |
Intellectual Property Representation—Credit Agreement | Captures representations that a loan party/obligor owns or has the right to use all of its intellectual property and has not infringed on the intellectual property rights of any other person. | Credit, facility and loan agreements |
Interest and Penalties—Equipment Lease | Captures provisions addressing interest and penalties assessed against lessee for late payment, etc. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Interest Calculation—Credit Agreement | Captures the way in which interest on a loan will accrue and be calculated (e.g. on the basis of a 360 day year). | Credit, facility and loan agreements |
Interest Calculation/Payment | Captures the way in which interest is calculated and timing of payment. | Commitment letters |
Interest on Overdue Payments | Captures the interest rate or late fee applicable to overdue payments. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Interest Payment Dates | Captures the timing of interest payments on a loan (e.g. monthly, in arrears, on the first day of each month). | Credit, facility and loan agreements |
"Interest Period" Definition | Captures the definition of "Interest Period". | Credit, facility and loan agreements, but not on intercreditor agreements |
Interest Rate—Bond Indenture | Captures interest rates applicable to corporate debt security indentures. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Interest Rate—Credit Agreement | Captures provisions setting out the requirement to pay interest on a loan. | Credit, facility and loan agreements |
Interest Rate—CSA | Captures the interest rate that will be paid by the transferee on the cash collateral received from the transferor. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Interest Rate Amendment | Captures the location of interest rate amendments within the amendments provision to assist in determining the required approvals to amend the interest rate. | Credit, facility and loan agreements, but not on intercreditor agreements |
Interest Rate and Margin Terms | Captures interest rates and margins applicable to credit facilities. | Commitment letters |
Interest Rate Floor—Credit Agreement | Captures the negotiated and agreed upon interest rate floor contained in floating rate loan products. | Credit, facility, and loan agreements |
"Intervening Event" Definition | Captures the definition of "Intervening Event". | Arrangement agreements and merger agreements |
Invention Assignment | Captures the assignment to an employer of inventions created by an employee during the course of employment. | Executive employment agreements |
"Inventory" Definition | Captures the definition of inventory as part of the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
"Inventory" Definition—Credit Agreement | Captures the definition of "Inventory" typically referenced in the borrowing base formula for asset based loans. | Credit and loan agreements |
Inventory Representation | Captures representations with respect to the inventory of a business. | Share purchase agreements, asset purchase agreements and merger agreements |
Investment Company Act Representation | Captures representations of a borrower that it is not an "investment company" within the meaning of the U.S. Investment Company Act of 1940. | Credit, facility and loan agreements |
Investments and Acquisitions Covenant | Captures covenants of a borrower not to make investments or purchase other entities, and will also capture the definition of "Permitted Investments" or "Permitted Acquisitions". | Credit, facility and loan agreements |
"Investments" Definition—Bond Indenture | Captures the definition of "Investments". | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Invoice Disputes | Captures provisions with respect to invoice disputes. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Invoice Frequency | Captures provisions with respect to the frequency at which invoices are to be delivered. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Invoice Requirements | Captures requirements for invoices, including format and any documents that must accompany an invoice. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Is LIBOR or Eurocurrency referenced in the agreement? | Answers whether "LIBOR", "Eurocurrency" or similar terms are referenced in the agreement. | Credit, facility and loan agreements |
Is the "Affiliate" definition modified? | Answers whether there has been any modification of the language contained in the standard definition of "Affiliate" under the definitions section of the Master Agreement. Modifications include: specifying one or more affiliates, specifying that there are no affiliates for purposes of the agreement, or specifying that there are no affiliates. | International Swaps and Derivatives Association agreements |
| Is the credit event upon merger provision inapplicable to both parties? | Answers whether the credit event upon merger provision is inapplicable to both parties. If the credit event upon merger provision does not apply to both parties, the answer will be "yes." If the credit event upon merger provision applies to both parties or does not apply to one party, the answer will be "no." | International Swaps and Derivatives Association agreements |
Is there a credit ratings downgrade provision? | Answers whether the ISDA schedule contains a credit ratings downgrade provision. | International Swaps and Derivatives Association agreements |
Is there a right to publicize the relationship between the parties? | Answers whether parties can publicize their relationship, including issuing press releases or making public annoucements (and using each other's logos), with or without consent of the other party. | Primarily on service, supply, distribution, and intellectual property agreements |
Is this an ARD loan? | Answers whether the loan has an anticipated repayment date. | United States credit, facility and loan agreements secured by real property. |
Issuance Date—Franchise Disclosure Document | Captures the issuance date of the franchise disclosure document. | Franchise disclosure documents |
Issuer Notice of Default—Bond Indenture | Captures the notice obligations of the issuer when there is an event of default. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Item 1—The Franchisor, and any Parent Predecessors and Affiliates | Captures Item 1—The Franchisor, and any Parent Predecessors, and Affiliates of the franchise disclosure document. | Franchise disclosure documents |
Item 2—Business Experience | Captures Item 2—Business Experience of the franchise disclosure document. | Franchise disclosure documents |
Item 3—Litigation | Captures Item 3—Litigation of the franchise disclosure document. | Franchise disclosure documents |
Item 4—Bankruptcy | Captures Item 4—Bankruptcy of the franchise disclosure document. | Franchise disclosure documents |
Item 5—Initial Fees Paid to the Franchisor | Captures Item 5—Initial Fees Paid to the Franchisor of the franchise disclosure document. | Franchise disclosure documents |
Item 6—Other Fees | Captures Item 6—Other Fees of the franchise disclosure document. | Franchise disclosure documents |
Item 7—Estimated Initial Investment | Captures Item 7—Estimated Initial Investment of the franchise disclosure document. | Franchise disclosure documents |
Item 8—Restrictions on Sources of Products and Services | Captures Item 8—Restrictions on Sources of Products and Services of the franchise disclosure document. | Franchise disclosure documents |
Item 9—Franchisee's Obligations | Captures Item 9—Franchisee's Obligations of the franchise disclosure document. | Franchise disclosure documents |
Item 10—Financing | Captures Item 10—Financing of the franchise disclosure document. | Franchise disclosure documents |
Item 11—Franchisor's Assistance, Advertising, Computer Systems and Training | Captures Item 11—Franchisor's Assistance, Advertising, Computer Systems and Training of the franchise disclosure document. | Franchise disclosure documents |
Item 12—Territory | Captures Item 12—Territory of the franchise disclosure document. | Franchise disclosure documents |
Item 13—Trademarks | Captures Item 13—Trademark of the franchise disclosure document. | Franchise disclosure documents |
Item 14—Patents, Copyrights and Proprietary Information | Captures Item 14—Patents, Copyrights and Proprietary Information of the franchise business of the franchise disclosure document. | Franchise disclosure documents |
Item 15—Obligation To Participate in the Actual Operation of the Franchise Business | Captures Item 15—Obligation to Participate in the Actual Operation of the Franchise Business of the franchise disclosure document. | Franchise disclosure documents |
Item 16—Restrictions on What the Franchisee May Sell | Captures Item 16—Restrictions on What the Franchisee May Sell of the franchise disclosure document. | Franchise disclosure documents |
Item 17—Renewal, Termination, Transfer, and Dispute Resolution | Captures Item 17—Renewal, Termination, Transfer, and Dispute Resolution of the franchise disclosure document. | Franchise disclosure documents |
Item 18—Public Figures | Captures Item 18—Public Figures of the franchise disclosure document. | Franchise disclosure documents |
Item 19—Financial Performance Representations | Captures Item 19—Financial Performance Representations of the franchise disclosure document. | Franchise disclosure documents |
Item 20—Outlets and Franchisee Information | Captures Item 20—Outlets and Franchisee Information of the franchise disclosure document. | Franchise disclosure documents |
Item 21—Financial Statements | Captures Item 21—Financial Statements of the franchise disclosure document. | Franchise disclosure documents |
Item 22—Contracts | Captures Item 22—Contracts of the franchise disclosure document. | Franchise disclosure documents |
Item 23—Receipts | Captures Item 23—Receipts of the franchise disclosure document. | Franchise disclosure documents |
Jury Trial Waiver | Captures a party's agreement to waive its right to a jury trial. | Share purchase agreements, asset purchase agreements and merger agreements |
Know Your Customer Condition—Credit Agreement | Captures conditions of borrowing with respect to the delivery of "know your customer" and anti-money laundering documentation. | Credit, facility and loan agreements |
Know Your Customer/Patriot Act Condition | Captures conditions of borrowing with respect to delivering documentation pursuant to "know your customer" regulations and the U.S. Patriot Act. | Commitment letters |
"Knowledge" Definition | Captures the definition of "Knowledge" in purchase agreements. | Share purchase agreements, asset purchase agreements and merger agreements |
Labor and Employment Representation—Credit Agreement | Captures representations with respect to labor and employment matters. | Credit, facility and loan agreements |
Landlord | Captures the name of a landlord. | Commercial and residential real estate leases governed by the laws of England and Wales |
Landlord Consent for Lease Transfer | Captures the requirement that a tenant obtain the consent of the landlord to assign, sublet, mortgage, pledge, hypothecate, encumber or otherwise transfer a lease to a third party. | Commercial leases |
Landlord Remedies Upon Events of Default—Lease | Captures the remedies available to a landlord in the event that a tenant defaults under a lease. This smart field primarily captures general remedies and is not intended to capture remedies for specific tenant breaches unless such specific tenant breach gives the landlord a right to terminate the lease. | Leases from the United States and Canada |
Landlord's Default—Cure Periods | Captures the amount of time a landlord has to cure a default in its performance of its obligations under a lease. | Leases from the United States and Canada |
Lapse Date | Captures the lapse date of the Uniform Commercial Code financing statement. | Standard UCC-1 forms |
Late Payment and Grace Period | Captures the charge to a tenant in the event of late payment of base rent or any other sum payable under the lease, including any applicable grace period. | Commercial leases |
Lease Grant—Equipment Lease | Captures lessor's agreement to grant a lease of the leased property to lessee. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Lease Term (England) | Captures the initial term of a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Lease Transfer Fees | Captures any fees, costs or expenses payable by the tenant to the landlord in the event of a transfer of the lease by the tenant. | Commercial leases |
Leased Premises | Captures the description of leased premises, including the square footage. | Commercial leases |
Leased/Demised Premises (England) | Captures the description or definition of the leased/demised premises. | Commercial and residential real estate leases governed by the laws of England and Wales |
Legal Defeasance—Bond Indenture | Captures the legal defeasance requirements that, if satisfied, relieve the issuer's obligation to comply with any covenants, including payment obligations, contained in the indenture. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Legal Description | Captures metes and bounds legal descriptions. | Commercial leases |
Legal Opinions Condition | Captures the closing condition that an opinion of legal counsel is required, and includes opinions to be delivered as part of closing deliverables. | Share purchase agreements, asset purchase agreements and merger agreements |
Legally Ineligible Credit Support | Captures whether the parties have agreed that the standard "Legally Ineligible Credit Support (VM)" applies. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Legislation | Captures the obligation of a tenant to comply with certain legislation and statutes. | Commercial and residential real estate leases governed by the laws of England and Wales |
Lender's Assignment Rights and Required Consents | Captures the right of a lender to assign a loan and any consents required in connection with such assignment. | Credit, facility and loan agreements |
Lessor's Right of Inspection—Equipment Lease | Captures lessor's right to inspect the leased property and lessee's records during the term of the lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Lessor's Right to Cure—Equipment Lease | Captures lessor's right to cure any defect in lessee's performance under the lease (and to seek compensation/reimbursement therefor). | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Letter of Credit Fees | Captures fees applicable to letters of credit. | Commitment letters |
Letter of Credit Fees—Credit Agreement | Captures fees payable to a letter of credit issuer upon issuance. | Credit, facility and loan agreements |
Leverage Ratio—Bond Indenture | Captures the leverage ratio covenants for various forms of leverage ratios. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
"Leverage Ratio"/"Adjusted Leverage" Definition | Captures the definitions of "Leverage Ratio", "Leverage", "Adjusted Leverage" and similar concepts related to the ratio of debt to earnings. | Credit, facility and loan agreements |
Liability Cap | Captures caps on the amount of a landlord's or guarantor's liability with respect to a lease. | Leases from the United States and Canada |
Liability for Taxes | Captures provisions relating to a party's liability to pay taxes under an agreement, including the obligation to gross-up or otherwise indemnify the other party for any withholding or deduction for taxes from a payment made under the agreement. It does not capture provisions relating to tax contests. It also generally does not capture tax-related definitions. | Primarily on service, supply, distribution and intellectual property agreements |
Liability for Taxes—Lease Accounting | Captures provisions relating to a party's liability to pay taxes under a lease. It does not capture references to taxes as a listed component of "Operating Expenses" (or any similar defined term) nor does it capture provisions relating to tax contests. It also generally does not capture tax-related definitions. | Commercial real estate leases and equipment leases |
Liability on Termination | Captures provisions relating to a party's liability resulting from the termination of an agreement (including a partial termination), including the requirement to pay termination fees and/or damages. It also generally captures provisions relating to a party's liability resulting from the cancellation of any obligation under the agreement, including the requirement to pay a cancellation fee. It does not capture provisions relating to a party's agreement to continue performance under an agreement after termination, including the provision of termination or transition services. | Primarily on service, supply, distribution and intellectual property agreements |
Liability on Termination—Lease Accounting | Captures provisions relating to a party's liability resulting from the termination of a lease, including termination fees, consequences of holding over, refunds of deposits or pre-paid amounts, and responsibility for removing property and effecting repairs. In the case of equipment leases, it also generally captures provisions relating to a party's liability resulting from an event of loss with respect to a leased asset. It does not capture general indemnity provisions. | Commercial real estate leases and equipment leases |
"LIBOR" Definition—Bond Indenture | Captures the definition of "LIBOR" and all similar or related definitions. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
| LIBOR Fallback Mechanism—Credit Agreement | Captures the process by which a fallback benchmark rate is to be determined following a permanent transition away from LIBOR. | Credit, facility and loan agreements that were dated on or after July 2017. |
LIBOR Initial Determination—Bond Indenture | Captures the process for the initial determination of "LIBOR". | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
"LIBOR" or "Eurocurrency" Definition | Captures the definitions of "LIBOR", "Eurocurrency" and all similar or related definitions including "Screen Rate" and "Interpolated Rate". | Credit, facility and loan agreements |
License Grant | Captures the scope of the rights that a licensor grants to a licensee. | A variety of agreement types including service, supply, distribution, intellectual property, and franchise agreements |
Lien/Negative Pledge Covenant—Bond Indenture | Captures the covenant restricting the issuer's ability to incur additional liens, subject to carve-outs for specified permitted liens. This smart field also captures the definitions of "Liens", "Permitted Liens" and similar definitions. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
"Lien"/"Permitted Liens" Definition—Bond Indenture | Captures the definitions of "Liens", "Permitted Liens" and similar terms. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Liens Covenant/Negative Pledge | Captures covenants of a borrower not to permit any liens on its assets, and will also capture the definition of "Permitted Liens" or "Permitted Encumbrances". | Credit, facility and loan agreements |
Life Insurance—Employment | Captures the right or obligation of an employer to provide life insurance to an employee. | Executive employment agreements |
Limitation for Punitive, Consequential or Incidental Damages | Captures the exclusion from damages of punitive, consequential and/or incidental losses, as well as exemplary, special or similar losses. | Share purchase agreements, asset purchase agreements and merger agreements |
Limitation of Liability | Captures provisions that limit a party's liability under the agreement. | A variety agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Limitation of Liability—Financial Cap | Captures provisions relating to capping the amount of financial liability that a party would be responsible for. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Limitation of Liability—Limited Partner/Member | Captures provisions describing the extent to which a limited partner or member's liability with respect to the partnership or company is limited. | Limited partnership agreements and LLC operating agreements |
Limitation of Liability—Loss of Data | Captures provisions relating to the limitation of liability for loss of data. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Limitation on Additional Debt Covenant—Bond Indenture | Captures the covenant limiting the issuer's ability to incur additional debt. Additionally, this smart captures the situations when the issuer may issue permitted debt or issue debt within compliance with certain financial ratios. This smart field also captures the definition of "Permitted Indebtedness", "EBITDA", "Consolidated Interest Expense", definitions related to coverage or leverage ratios, and similar definitions. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Limitation on Designation of Early Termination Date | Captures the limitation that, if there is an event of default, a potential event of default or a termination event, the non-defaulting party must designate an early termination date within a certain period of time after receiving notice of such event; otherwise, it forfeits its right to terminate based on such event. It also captures the qualification that the condition precedent that no event of default or potential event of default has occurred and is continuing is subject to the foregoing limitation (i.e., this condition precedent will cease to be applicable where the non-defaulting party has failed to respond to such event within a certain period). | International Swaps and Derivatives Association agreements |
Limitation on Dividend Stopper Covenant—Bond Indenture | Captures the issuer's covenant to prohibit subsidiaries from entering arrangements that would prevent the subsidiaries from issuing dividends and other payments up to the issuer. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Limitation on Loss Allocation—LPA/LLC | Captures provisions limiting the allocation of losses to a partner or member to the extent that such allocation would result in a capital account deficit. | Limited partnership agreements and LLC operating agreements |
Limitation on Suits—Bond Indenture | Captures limitations as to the ability of a holder of corporate debt securities to pursue a remedy under the indenture. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Limitations on LP/Member Authority—LPA/LLC | Captures the requirement that limited partners of a limited partnership or members of a limited liability company not participate in the management of the partnership or company. | Limited partnership agreements and LLC operating agreements |
Limitations on Requests to Use or Disclose | Captures limitations on the covered entity's right to request that the business associate use or disclose protected health information in a manner that would not be permitted if done by the covered entity. | Business associate agreements |
"Limited Partner" Definition | Captures the definition of "Limited Partner". It does not however capture this defined term in the recitals (use the Parties smart field for that purpose). | Limited partnership agreements |
Liquidated Damages | Captures a party's entitlement to liquidated damages on the occurrence of specified events. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
Liquidation Preferences (Articles & Bylaws) | Captures the ranking and rights of securities upon a liquidation and winding up of the company. | Articles and bylaws from the United States, Canada, and England and Wales |
Litigation Representation | Captures representations with respect to pending or threatened litigation proceedings against a party (also referred to as "Proceedings"). | Share purchase agreements, asset purchase agreements and merger agreements |
Litigation Representation—Credit Agreement | Captures only the general litigation representation that there are no adverse claims, actions or other proceedings pending or threatened against a loan party/obligor and not specific references to litigation or other proceedings (e.g. environmental claims, tax proceedings, etc.) contained in other representations. | Credit, facility and loan agreements |
"Loan Documents" Definition | Captures the definitions of "Loan Documents" and "Finance Documents". | Credit, facility and loan agreements |
Location of Equipment—Equipment Lease | Captures the location in which the leased property will be kept during the term of the lease, including any restriction on changing such location. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Lock-Up/Market Stand-Off | Captures provisions that prohibit the option holder from selling or otherwise transferring any shares during a specified period following the exercise of the stock option. This type of provision is often called "Lock-up" or "Market Stand-Off". | Option agreements |
"Losses"/"Damages" Definition | Captures the definition of "Losses" or "Damages" used in an indemnity provision of a purchase agreement (and will also capture references to costs, claims, liabilities and other losses in indemnity provisions that are not part of a defined term). | Share purchase agreements, asset purchase agreements and merger agreements |
Maintenance and Preservation of Assets Covenant | Captures covenants of a borrower to maintain and preserve all property and assets necessary to conduct its business. | Credit, facility and loan agreements |
Maintenance of Office or Agency Covenant—Bond Indenture | Captures the covenant requiring the issuer to maintain an office or agency for resolving matters, e.g., presentation and surrender for payment, involving corporate debt securities. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Maintenance of Property and Insurance Covenant—Bond Indenture | Captures the covenant requiring the issuer to maintain the material property used in its business and to maintain appropriate levels and types of insurance on its business. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Maintenance of Ratings Affirmative Covenant | Captures covenants of a borrower to maintain its credit rating. | Credit and loan agreements |
Maintenance of Records | Captures the obligation of a party to maintain books and/or records. This broad smart field captures different types of record and bookkeeping, from minute books to records of data processing activities. It does not capture the representation that books have been maintained, nor does it deal with access or retention of books and/or records. | Commercial agreements like service, license and distribution agreements as well as data protection addenda |
Majority Class Approval | Captures waivers, amendments and other actions requiring the consent of a majority of lenders in the class affected thereby. | Credit, facility and loan agreements |
Make Whole Provision—Bond Indenture | Captures the make whole provision allowing the issuer to call the debt securities prior to maturity in return for a payment to the debt holders to compensate for potential lost interest. This smart field also captures the definition of "Applicable Premium" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Mandatory Prepayments | Captures events that trigger mandatory prepayments of loans. | Commitment letters |
Mandatory Prepayments—Credit Agreement | Captures the events pursuant to which a borrower will be required to prepay its loan. | Credit, facility and loan agreements |
Manner of Exercise | Captures how the option holder may exercise his/her stock options. This often includes delivery of a notice of exercise in a prescribed manner along with payment of the exercise price. The particular methods of payment available to the option holder can be found using the "Method of Payment—Option Agreements" smart field. | Option agreements |
Margin Regulations Representation | Captures representations of a borrower that it is not in the business of holding "margin stock" as defined in Regulation U of the U.S. Board of Governors Federal Reserve System. | Credit and loan agreements |
Market Quotation | Captures the definition of "Market Quotation". | International Swaps and Derivatives Association agreements |
Marketing Period Closing Condition | Captures the requirement that the closing occur after the marketing period has ended (or during the marketing period if acquirer so chooses). It is recommended that this smart field be used together with the "Marketing Period" Definition smart field. | Share purchase agreements, asset purchase agreements, arrangement agreements, and merger agreements |
"Marketing Period" Definition | Captures the definition of "Marketing Period". It is recommended that this smart field be used together with the Marketing Period Closing Condition smart field. | Share purchase agreements, asset purchase agreements, arrangement agreements, and merger agreements |
Marketing/Syndication Period | Captures marketing or syndication periods applicable to credit facilities, and any marketing/syndication period conditions of borrowing. | Commitment letters |
Material Adverse Change (Broad) | Captures provisions relating to situations in which there is a material adverse change to one or both of the parties that is not contemplated when the agreement is executed. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Material Adverse Change Representation—Credit Agreement | Captures representations of a borrower that there has been no material adverse change in its business or financial condition since the date of specified financial statements. | Credit, facility and loan agreements |
"Material Adverse Effect" Definition | Captures the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Credit Agreement | Captures the definitions of "Material Adverse Change" or "Material Adverse Effect". | Credit, facility and loan agreements |
"Material Adverse Effect" Definition—Exceptions | Captures all events that are excluded from the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Acts of War | Captures exceptions for acts of war, major hostilities and terrorism within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Announcement of Transaction | Captures exceptions for adverse effects that arise from the announcement or public disclosure of the transaction within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Changes in GAAP | Captures exceptions for changes in Generally Accepted Accounting Principles (GAAP) or other accounting standards within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Changes in Law | Captures exceptions for changes in law within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Changes in Political Conditions | Captures exceptions for changes in political conditions within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Consummation of the Transaction | Captures exceptions for adverse effects that arise from the consummation of the transaction within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Disproportionate Impact | Captures exceptions for events that have a disproportionate impact on a party, relative to others within its industry, within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Economic Conditions | Captures exceptions for changes in general economic conditions, securities markets, exchange rates or interest rates within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Adverse Effect" Definition—Exceptions—Failure to Meet Projections | Captures exceptions for adverse effects that arise from the failure of the target company to meet projections, forecasts or estimates within the definition of "Material Adverse Effect" in a purchase agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Material Contract" Definition | Captures the definition of the material or major contracts. | Underwriting agreements and purchase agreements |
"Material Subsidiary" Definition | Captures the definition of "Material Subsidiary". | Credit, facility and loan agreements |
Materiality Qualifier | Captures the level of accuracy required in the "bring-down" of a party's representations and warranties (e.g., accurate in all respects, accurate in all material respects, accurate in all respects except for inaccuracies which do not constitute and could not reasonably be expected to have a Material Adverse Effect). | Share purchase agreements, asset purchase agreements and merger agreements |
Materiality Scrape | Captures provisions that disregard all qualifications of materiality contained in representations and warranties. | Share purchase agreements, asset purchase agreements and merger agreements |
Maturity | Captures a credit facility's maturity date. | Commitment letters |
Maturity Date—Bond Indenture | Captures the maturity dates applicable to corporate debt security indentures. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Maturity Date—Incremental Facility | Captures the maturity date restrictions for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
"Maturity Date"/"Termination Date" Definition | Captures the definitions of "Maturity Date" and "Termination Date". | Credit, facility and loan agreements |
Maximum Amount / Free and Clear—Incremental Facility | Captures the maximum amount allowed (i.e. free and clear) for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
"Me Too" Representation and Warranty | Captures representations with respect to pending or past harassment allegations against an executive of the corporation, which has been included in recent M&A transaction agreements as a result of the "me too" movement. | Share purchase agreements, asset purchase agreements, and merger agreements |
Mechanic's Lien | Captures the tenant's obligation to keep the land and leased premises free of liens, including liens of parties who supply materials or make improvements to the leased premises on behalf of the tenant. This smart field also captures requirements to promptly pay such parties. | Leases from the United States and Canada |
Merger Covenant—Bond Indenture | Captures the covenant restricting the issuer and any guarantors from merging, consolidating or selling substantially all of its assets, unless certain conditions provided for in the indenture are satisfied. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Method of Payment—Option Agreements | Captures the methods by which the option holder may pay the exercise price when electing to exercise the stock option. This often includes traditional methods such as cash, cheque and wire transfer, as well as alternative methods such as cashless exercise, net exercise, and others. | Option agreements |
Minimum Amount—Incremental Facility | Captures the minimum amount allowed for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
Minimum Gain Chargeback | Captures the requirement that items of income or gain be specially allocated to partners/members who received (i) the benefit of nonrecourse deductions or (ii) distributions attributable to nonrecourse debt, if there is a decrease in partnership minimum gain during the relevant period. | Limited partnership agreements and LLC operating agreements |
Minimum Necessary Standard | Captures provisions relating to each party's obligation to limit the use and/or disclosure of protected health information to the minimum amount necessary. It does not capture detailed lists of exceptions to the minimum necessary requirement. | Business associate agreements |
Minimum Purchase Amounts | Captures the minimum amounts (dollar value and/or units) that must be purchased by a buyer or provided by a supplier, as well as consequences for failure to meet such requirements. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Minimum Transfer Amount | Captures the minimum amount of collateral that is to be transferred at any given time to prevent costly transfers of low amounts of collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Mitigation | Captures the business associate's obligation to mitigate the harmful effects of any unauthorized use or disclosure of protected health information. It does not capture provisions relating to the Red Flags Rule. | Business associate agreements |
Model Articles—England & Wales | Captures general language declaring the extent to which model articles are incorporated or excluded by the articles of association. This smart field does not capture language which specifies changes to the articles of association. | Articles of association from England and Wales. |
Money Held in Trust—Bond Indenture | Captures the provision specifying that the indenture trustee is not liable for interest on money held in trust and that such money need not be segregated unless required by law. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Most Favored Nation | Captures the requirement that a party must receive rights and benefits that are equal to or more favorable than the rights and benefits received by any third parties (also referred to as "Most Favored Customer" or "MFN"). | A variety of document types including customer, distribution, credit, purchase and service agreements |
Multibranch Clause | Captures whether or not the parties to an agreement are "Multibranch" parties. | International Swaps and Derivatives Association agreements |
Name and Contact at Filer | Captures the name and contact at the filer of the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Name of Partnership/Company | Captures information regarding the name of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Negative Covenants | Captures the negative covenants of a borrower. | Commitment letters |
Net Lease | Captures the agreement by a tenant that a lease is a net lease and that the tenant is responsible for operating costs, taxes and other expenses. | Commercial leases |
Net Lease/Obligations Unconditional—Equipment Lease | Captures language stating that a lease is a net lease and that lessee's obligations under the lease are unconditional. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
"Net Orderly Liquidation Value" Definition | Captures the definitions of "Net Orderly Liquidation Value" or "Appraised Value" typically referenced in the borrowing base formula for asset based loans. | Credit and loan agreements |
"Net Sales" Definition | Captures the definition of "Net Sales" in a commercial agreement. Where applicable, it will also generally capture provisions that modify the definition of "Net Sales" for the purposes of such agreement. | Primarily on intellectual property agreements. It was also trained on service, supply and distribution agreements |
Netting of Payments | Captures whether the multiple transaction payment netting provision applies. | International Swaps and Derivatives Association agreements |
New Lease (Lender Right) | Captures the right of a lender to obtain a new lease from a landlord following the termination of the lease between the landlord and tenant or rejection of the lease in bankruptcy. | Ground Leases from the United States and Canada |
No Burdensome Restriction Representation | Captures representations of a borrower that it is not a party to any agreement that has or is reasonably likely to have a material adverse effect. | Credit and loan agreements |
No Default Representation | Captures representations that no existing or foreseeable default or event of default has occurred or is occurring, including with respect to any material agreements. | Credit, facility and loan agreements |
No Legal Obligation, Representation or Warranty | Captures the acknowledgement that the non-disclosure agreement does not create any legal obligation, representation or warranty with respect to the associated transaction. | Non-disclosure agreements |
No Legal Proceedings Challenging Transaction Condition | Captures the closing condition that no governmental authority has issued any order, taken any action or enacted any law that restrains, makes illegal or otherwise prohibits the consummation of the transaction contemplated by the agreement. It will also capture the condition that there are no actions or proceedings by third parties seeking to restrain closing of the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
No Material Adverse Change Condition | Captures conditions of borrowing with respect to material adverse changes or effects (and will also capture the requirement to include a no material adverse change representation in the credit agreement). | Commitment letters |
No Material Adverse Effect Condition | Captures the closing condition that no material adverse effect or change has occurred since the signing of the agreement and that no event has occurred that has had or would reasonably be expected to result in a material adverse effect or change since the signing of the agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
No Undisclosed Liabilities Representation | Captures representations that there are no undisclosed liabilities of a business. | Share purchase agreements, asset purchase agreements and merger agreements |
Non-Cancellable Lease—Equipment Lease | Captures provisions stating that lessee may not cancel or terminate a lease during the term, including any waiver by lessee of its right to cancel or terminate the lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Non-Compete | Captures restrictions on a party's ability to compete with another party. | A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase, franchise, and option agreements |
Non-Disparagement | Captures the agreement by an employee that he or she will not make negative remarks about his or her employer. | Executive employment agreements |
Non-Disturbance/Quiet Enjoyment | Captures the right of a tenant to peacefully occupy leased premises (including after the sale or foreclosure of the property) and to have quiet enjoyment of the leased premises. | Commercial leases |
Nonrecourse Deductions | Captures the manner in which deductions attributable to partnership/company property financed with nonrecourse debt will be allocated among the partners/members. | Limited partnership agreements and LLC operating agreements |
Non-Refundable Amounts | Captures provisions relating to any payment, deposit or other amount that is non-refundable under the terms of an agreement. | Primarily on service, supply, distribution and intellectual property agreements |
Non-Solicit | Captures restrictive covenants not to solicit (typically customers or employees). | A variety of agreement types including service, supply, distribution, intellectual property, employment, purchase and shareholders' agreements |
No-Shop | Captures provisions prohibiting the facilitation or solicitation of competing offers to acquire the target business. | Share purchase agreements, asset purchase agreements and merger agreements |
No-Shop—Prohibition/Strict Liability | Captures provisions ascribing strict liability to target should any of its subsidiaries, employees, representatives, etc. breach the no-shop provision. It also captures prohibited actions under the no shop provision, as well as the definition of "Representatives". | Arrangement agreements and merger agreements |
Notice | Captures notice provisions in an agreement (including notice address, if listed). | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Notice (England) | Captures notice provisions in leases. | Commercial and residential real estate leases governed by the laws of England and Wales |
Notice Address—Party A | Captures the notice address of Party A. | International Swaps and Derivatives Association agreements |
Notice Address—Party B | Captures the notice address of Party B. | International Swaps and Derivatives Association agreements |
Notice Addresses—ISDA | Captures the parties' respective addresses for delivery of any notices. | International Swaps and Derivatives Association agreements |
Notice by Issuer of Default—Bond Indenture | Captures the covenant of the issuer to provide timely notice of default under the indenture, and information related to the default to the trustee. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Notice for Termination Without Cause or Good Reason | Captures the requirement of an employer to provide notice of termination without cause, or an employee to provide notice of termination without good reason. | Executive employment agreements |
Notice of Acquisition Proposal/Recommendation Change | Captures a target board's obligation to notify the purchaser of the receipt of any competing offer, the occurrence of any intervening event, or its decision to change its recommendation in response to either of the foregoing. | Arrangement agreements and merger agreements |
Notice of Breaches Covenant | Captures covenants of a party to give notice to another party in the event that it has breached the representations, warranties or covenants under the agreement, or becomes aware that a condition of closing cannot be satisfied. | Share purchase agreements, asset purchase agreements and merger agreements |
Notice of Material Events Covenant | Captures covenants of a borrower to notify a lender or agent of the occurrence of any material events including litigation proceedings, environmental claims or changes to its business that are likely to have a material adverse effect, or its default under the agreement. | Credit, facility and loan agreements |
Notice of Privacy Practices | Captures provisions relating to the covered entity's obligation to notify the business associate of limitations in, or changes to, the covered entity's notice of privacy practices. | Business associate agreements |
Notice of Redemption—Bond Indenture | Captures the notice requirements by the issuer to the holders of corporate debt securities regarding redemption of the securities. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Notice Period—Extension Option | Captures notice period requirements for maturity date extension options. It is recommended that this smart field be used together with the other Extension Option smart fields. | Credit, facility, and loan agreements |
Notice Period Requirements—Incremental Facility | Captures the notice period requirements for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
Notice to Holders—Bond Indenture | Captures how communication and notice to holders shall be delivered. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Notices to Trustee—Bond Indenture | Captures how notices are to be made by the issuer to the trustee of corporate debt securities regarding redemption of the securities. It is recommended that this smart field be used in conjunction with the Notice of Redemption—Bond Indenture and the Notice smart fields. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Notification Time | Captures the time by which certain notifications are to be made, such as the calculations required on a valuation date or a demain for a transfer of collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Notification Upon Data Breach | Captures the obligation of a party to notify the other party upon a data breach. For data protection addenda, this smart field also captures notification obligations in the event of a court order or other action seeking access to data. | Primarily on service, supply, distribution, intellectual property agreements and data protection addenda |
Number of Directors | Captures the minimum and maximum number of directors permitted by the articles and bylaws, and whether this number may be changed. This smart field does not capture directors' classes or the election/removal of directors. | Articles and bylaws from the United States, Canada, and England and Wales |
Number of Option Shares | Captures the number of shares that the option holder will have the right to purchase. This smart field does not capture the total number of shares available for grant pursuant to the option plan, only the specific number of shares granted to the option holder. | Option agreements |
Obligations | Captures any obligations under other agreements that are to be secured by the subject collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law |
Obligations to Follow System Requirements | Captures the franchisee's operational obligations to manage the franchise in accordance with the franchise system requirements. This includes obligations related to day-to-day operations, products and services, repairs and maintenance, staffing and management, the franchise manual, computer systems, internet usage, and others. This smart field does not capture obligations related to franchise development and construction, marketing, intellectual property and use of marks, compliance with laws, permit and licensing, fees, audit and inspections, financial reporting and taxes, or insurance. For those obligations, it is recommended that you use existing smart fields covering those specific obligations. | Franchise agreements |
Offices—ISDA | Captures the applicability of Section 10(a) of the International Swaps and Derivatives Association master agreement, which specifies that, notwithstanding the place of booking office or jurisdiction of incorporation of a party, the obligations of such party are the same as if it had entered into the transaction through its head or home office. | International Swaps and Derivatives Association agreements |
Ongoing Fee | Captures provisions relating to ongoing fees or royalties that a franchisee is required to pay the franchisor. It includes ongoing marketing fees, training fees, and any other recurring fees. It does not capture penalties such as late payment fees. | Franchise agreements |
Operating Covenant—Lease | Captures obligations of a tenant under a lease to continuously use, occupy or remain open for business in the leased premises, and events of default for failing to meet such obligations. This smart field also captures express rights of a tenant to "go dark", cease operating or leave the leased premises vacant. | United States and Canadian commercial leases |
"Operating Expenses"/"Common Area Maintenance" Definition | Captures the definition of "Operating Expenses" and/or "Common Area Maintenance". | Commercial leases |
Opinions Condition—Credit Agreement | Captures conditions of borrowing with respect to the delivery of legal opinions. | Credit, facility and loan agreements |
| Option/Equity Grant | Captures grants of options or equity to an employee pursuant to his or her employment agreement. | Executive employment agreements |
Optional Prepayment | Captures the right of a borrower to prepay a loan voluntarily. | Commitment letters |
Optional Redemption—Bond Indenture | Captures redemption provisions at the election of the issuer of the debt only (and not other types of redemptions). | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Organizational Changes Covenant | Captures covenants of a borrower not to amend its constitutional documents or change its name, jurisdiction or organizational structure. | Credit, facility and loan agreements |
Other Applicable CSAs | Captures whether the parties have designated any other Credit Support Annex(es) as being applicable for the purposes of the 2016 Credit Support Annex. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Other Eligible Support | Captures whether any other eligible support (such as a letter of credit or a surety bond) may be used. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law |
Other Interest Elections | Captures the parties' election with respect to negative interest and daily interest compounding. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Other Remedies—Bond Indenture | Captures the remedies other than acceleration, including bringing proceedings at law or in equity to enforce the indenture. It also captures whether the trustee may maintain a proceeding even if it does not possess any of the corporate debt securities or does not produce any of them in the proceeding. It also captures whether a delay or omission by the trustee or any holder in exercising rights or remedies will impair the right or remedy, or constitute a waiver of or acquiescence in the event of default. It also captures whether a remedy is exclusive of any other remedy, and whether all available remedies are cumulative. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Outgoings/Rates | Captures the obligation of a tenant to pay for outgoings and rates under a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Owned or Leased Real Property Representation | Captures representations with respect to owned or leased real property. | Share purchase agreements, asset purchase agreements and merger agreements |
Ownership of Confidential Information | Captures the acknowledgement that ownership of confidential information is not transferred between parties. | Non-disclosure agreements |
Ownership of Intellectual Property—Definitions | Captures the definitions of "Intellectual Property", "Trademarks", "Patents" and similar terms related to intellectual property. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Ownership of Intellectual Property—Joint | Captures intellectual property that is created or owned jointly by the parties under an agreement. It also captures definitions related to joint ownership of intellectual property. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Ownership of Intellectual Property (Broad) | Captures which party owns intellectual property rights under an agreement. This smart field also captures the definitions of "Intellectual Property", "Trademarks", "Patents", and similar terms related to intellectual property, but does not capture assignment of intellectual property rights. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Ownership of Intellectual Property (Narrow) | Captures provisions that specify which party owns intellectual property rights under an agreement, but does not capture relevant definitions, which are captured by another smart field. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Packaging Requirements | Captures provisions relating to a party's requirements for packaging of goods, including labelling, costs and specific procedures to be followed. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
Parking | Captures a tenant's parking rights and associated fees and restrictions, as well as the landlord's ability to relocate the parking spaces. | Commercial leases |
Parking (England) | Captures a tenant's parking rights. | Commercial and residential real estate leases governed by the laws of England and Wales |
Participant Approval | Captures waivers, amendments and other actions requiring the consent of a party obtaining rights under a participation. | Credit, facility and loan agreements |
Participations—Credit Agreement | Captures the right of a lender to sell sub-participations in a loan and any associated requirements, including maintenance of a participation register. | Credit, facility and loan agreements |
Parties | Captures the names of the parties to an agreement. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Partner Minimum Gain Chargeback | Captures the requirement that items of income or gain be specially allocated to partners/members who received (i) the benefit of partner nonrecourse deductions or (ii) distributions attributable to partner nonrecourse debt, if there is a decrease in partner nonrecourse debt minimum gain during the relevant period. | Limited partnership agreements and LLC operating agreements |
Partner Nonrecourse Deductions | Captures the requirement that any partner nonrecourse deductions be allocated to those partners/members who bear the economic risk of loss with respect to the partner nonrecourse liabilities to which such deductions are attributable. | Limited partnership agreements and LLC operating agreements |
Partnership/Company Expenses—LPA/LLC | Captures provisions relating to a limited partnership or limited liability company's obligation to pay its ongoing business or operating expenses, including the obligation to reimburse the general partner or manager (or a director, committee member, etc. where applicable) for any such expenses incurred on its behalf. It does not capture management fees paid to the general partner or manager, non-reimbursable expenses of the partners/members, capital contributions to fund expenses, or expense-related defined terms. | Limited partnership agreements and LLC operating agreements |
Partnership/Company Records & Audit Rights | Captures provisions relating to a limited partnership or limited liability company's obligation to maintain books and records. It also captures the rights of partners or members to inspect or otherwise gain access to such books and records. | Limited partnership agreements and LLC operating agreements |
Partnership/Company Term—LPA/LLC | Captures the term of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Pay in Lieu of Notice | Captures provisions whereby an employer may compensate an employee in lieu of providing notice of termination. | Executive employment agreements |
Payment Blockage—Bond Indenture | Captures the provision providing holders of senior debt the right to block payment of junior debt under specified circumstances provided in the indenture. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Payment Due Dates | Captures any provisions with respect to when payments are due under an agreement. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Payment Method | Captures the method by which payments can be made under an agreement. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Payment of Additional Amounts/Additional Interest Covenant—Bond Indenture | Captures the covenant of the issuer or guarantor to pay the full amounts due on the debt issued pursuant to the indenture, including provision for additional amounts related to deductions or withholdings imposed by a taxing jurisdiction. This smart field also captures the additional interest provision. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Payment of Fees Condition | Captures conditions of borrowing with respect to payment of fees. | Commitment letters |
Payment of Fees Condition—Credit Agreement | Captures conditions of borrowing with respect to the payment of fees owing by the borrower to the lenders or agents. | Credit, facility and loan agreements |
Payment of Securities Covenant—Bond Indenture | Captures the covenant of the issuer to pay all amounts due on debt issued pursuant to the indenture and related matters. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Payment of Taxes Covenant | Captures covenants of a borrower to promptly pay all taxes and other governmental charges. | Credit, facility and loan agreements |
Payments for Consent Covenant—Bond Indenture | Captures the covenant disallowing the issuer to limit the offer of payment for any consent, waiver or amendment of any of the indenture terms to less than all of the debt holders. | High yield corporate debt security indentures, as applicable, governed by the laws of the United States and Canada |
Payments on Early Termination | Captures the way in which close-out payments are to be calculated. | International Swaps and Derivatives Association agreements |
Pensions and Benefits Representation | Captures representations with respect to pension and benefit matters. | Share purchase agreements, asset purchase agreements and merger agreements |
Pensions and Benefits Representation—Credit Agreement | Captures representations with respect to pension and benefit matters. | Credit, facility and loan agreements |
Perfected Security Interest Condition | Captures conditions of borrowing with respect to the perfection of security interests granted in connection with a loan. | Commitment letters |
Performance Obligation—Services | Captures a party's promise to "provide", "perform" or "render" services under an agreement. It also generally captures provisions relating to (i) a party's obligation to continue providing services upon termination of an agreement, including the obligation to provide termination or transition services; and (ii) a party's agreement to serve as agent of another (particularly in the context of management agreements). It does not capture provisions relating to (i) any pricing with respect to services; (ii) long lists or detailed descriptions of services such as those commonly found in statements of work or schedules to a service agreement (but it should generally help users locate such lists or descriptions); or (iii) in most cases, any defined terms relating to services. | Trained primarily on a wide variety of service agreements. It was also trained on supply, distribution and intellectual property agreements. When considering performance obligations for the purposes of IFRS 15 or ASC 606 (or any similar accounting standard), it is recommended that this smart field be used together with the Performance Obligation—Supplies, Purchases and Sales and License Grant smart fields. |
Performance Obligation—Supplies, Purchases and Sales | Captures a party's promise to "supply", "sell" or "purchase" goods or products under an agreement. It also generally captures provisions relating to (i) a party's obligation to continue supplying, purchasing or selling goods or products upon termination of an agreement; (ii) any minimum purchase obligations; and (iii) provisions relating to failure or inability to supply. It does not capture provisions relating to (i) delivery terms; (ii) forecasts or purchase orders (except where the provision makes it clear that a forecast or purchase order creates a binding obligation); (iii) pricing with respect to goods or products; or (iv) in most cases, any defined terms relating to goods or products. | Trained primarily on a wide variety of supply agreements. It was also trained on service, distribution and intellectual property agreements. When considering performance obligations for the purposes of IFRS 15 or ASC 606 (or any similar accounting standard), it is recommended that this smart field be used together with the Performance Obligation—Services and License Grant smart fields. |
"Permitted Acquisitions" Definition | Captures the definition and conditions of "Permitted Acquisitions". | Commitment letters |
Permitted Alterations/Additions | Captures a tenant's right to make alterations or additions to the leased premises, or restrictions on such actions by a tenant. This smart field also captures associated landlord consent and notice requirements. This smart field does not capture provisions relating to the construction of initial tenant improvements pursuant to a work letter, or tenant maintenance and repair obligations. | Leases from the United States and Canada |
Permitted Amendments—Extension Option | Captures permissions for amendments for maturity date extension options. It is recommended that this smart field be used together with the other Extension Option smart fields. | Credit, facility, and loan agreements |
"Permitted Discretion" Definition | Captures the definition of "Permitted Discretion". | Credit and loan agreements |
"Permitted Encumbrance" Definition | Captures the definition of permitted encumbrances or permitted liens. | Underwriting agreements and purchase agreements |
"Permitted Investments" Definition—Bond Indenture | Captures the definition of "Permitted Investments". | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Permitted Subletting and Transfers | Captures a tenant's express right to sublet, assign, encumber, or otherwise transfer the leased premises. | United States and Canadian commercial leases |
Permitted Use | Captures the permitted use of the leased premises, whether a change of the use is permitted and limitations on consent to the change of use. | Commercial and residential real estate leases governed by the laws of England and Wales |
Permitted Use and Disclosure | Captures provisions that set out the purposes for which protected health information may be used or disclosed. It also captures restrictive provisions that limit the permitted use or disclosure of protected health information to that which is (i) provided for by the business associate agreement; or (ii) required by law. It does not capture (i) notification or consent obligations prior to disclosure; (ii) disclosure to plan sponsors; or (iii) confidentiality requirements pursuant to any applicable state laws. | Business associate agreements |
Permitted Use of Data/Confidential Information | Captures the permitted use and purpose for collecting and storing data or confidential information, and restrictions on the ability of a party to use the data or confidential information for other purposes. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Permitted/Prohibited Alterations (England) | Captures whether structural and non-structural alterations are permitted/prohibited under a lease, but excludes specific alterations to signage, waste, electrics, plant and service media. | Commercial and residential real estate leases governed by the laws of England and Wales |
| Personnel/Third Party Confidentiality Requirements | Captures the requirement that personnel and third parties (including auditors and subcontractors) enter into confidentiality agreements or undergo information security training. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Place of Work/Mobility Clause | Captures an employee's place of work and whether it can be changed during the course of employment. | Executive employment agreements |
Position/Title | Captures an employee's position or title. | Executive employment agreements |
Post Term Non-Compete—Franchise | Captures covenants restricting the franchisee from competing with the franchised business once the term of the franchise agreement expires or is terminated. | Franchise agreements |
Post-Closing Compensation/Benefits | Captures a purchaser's covenant to provide post-closing compensation and benefits to certain continuing target employees. It is recommended that this smart field be used in conjunction with Duration of Guaranteed Compensation/Benefits. | Arrangement agreements and merger agreements |
Post-Closing Representation of Shareholders | Captures the agreement by the parties that, in the event of a post-closing dispute, the target company and/or purchaser waives the potential conflict of interest arising out of any representation of the target company's shareholders by legal counsel to the target company and its shareholders in connection with the transaction. It also captures the target company's and/or purchaser's consent for such legal counsel to represent the target company's shareholders post-closing. | Share purchase agreements, asset purchase agreements and merger agreements |
Power and Authority Representation | Captures representations that a loan party/obligor has all requisite power and authority to enter into the agreement and that all necessary internal authorizations and approvals have been obtained for that purpose. | Credit, facility and loan agreements |
Power of Attorney—LPA/LLC | Captures the agreement by a limited partner or member to appoint the general partner or manager as its attorney-in-fact as well as the specific delegated powers vested in the general partner or manager as attorney. | Limited partnership agreements and LLC operating agreements |
Pre-emptive Rights | Captures the rights of shareholders to buy newly-issued shares of an issuer. | Shareholders' agreements |
Pre-Emptive Rights (Articles & Bylaws) | Captures the rights of existing security holders to participate in new issuances of company securities. | Articles and bylaws from the United States, Canada, and England and Wales |
Preferential Collection of Claims Against Company—Bond Indenture | Captures the requirement that the indenture trustee and any former indenture trustee comply with provisions in the Trust Indenture Act relating to preferential collection of claims against the issuer. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States |
Premises Type | Captures the type of premises demised (e.g. industrial, retail or commercial). | United States and Canadian commercial leases |
Prepayment of Indebtedness Covenant | Captures covenants of a borrower not to prepay any indebtedness other than indebtedness owing to the lenders under the agreement. | Credit, facility and loan agreements |
Prepayment Premium/Call Protection | Captures loan prepayment premiums or call protections, but does not capture references to customary breakage fees. | Commitment letters |
Prepayment Sharing and Priority in Security and Right of Payment—Extension Option | Captures the way in which voluntary and mandatory prepayments are to be treated, and the treatment of security and right of payment for maturity date extension options. It is recommended that this smart field be used together with the other Extension Option smart fields. | Credit, facility, and loan agreements |
Price Increases/Escalation | Captures provisions with respect to price increases during the term of an agreement and for any additional term(s). This smart field does not capture price increases for additional products or services. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Pricing | Captures pricing provisions, including the concepts of price, fee or royalty. It also captures the currency of payment, but does not capture payment terms. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
Principal Address/Registered Agent (Name and Address) | Captures the specific address of the registered office of the corporation, as well as the registered agent for service of process. | Articles and bylaws from the United States, Canada, and England and Wales |
Principal Office—LPA/LLC | Captures information regarding the principal office of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Priority in Security and Right of Payment—Incremental Facility | Captures the treatment of security and right of payment for incremental facilities / increases in commitment. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
Privacy Officer | Captures any provisions or references to a privacy or data protection officer at an organization, including the obligation to appoint someone to this role. | Data protection addenda |
Privacy Rule Compliance | Captures the business associate's obligation to comply with applicable requirements of the Privacy Rule to the extent the business associate carries out an obligation of the covered entity under the Privacy Rule. | Business associate agreements |
Procedure for Reimbursement (Increased Costs) | Captures the procedure by which a lender may be reimbursed by a borrower in the event that its costs have increased. | Credit, facility and loan agreements |
Procedures for Data Subject Requests | Captures procedures surrounding how the parties deal with requests from data subjects in the context of data protection/privacy. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Process Agent—Party A | Captures the process agent of Party A. | International Swaps and Derivatives Association agreements |
Process Agent—Party B | Captures the process agent of Party B. | International Swaps and Derivatives Association agreements |
Process Agents | Captures whether a party must use a process agent, which will only be required for a party which is not based within the governing jurisdiction. | International Swaps and Derivatives Association agreements |
"Processing" Definition | Captures the definition of "Processing" in the context of data protection. | Data protection addenda |
"Processor" Definition | Captures the definition of "Processor" in the context of data protection. | Data protection addenda |
Product Pricing—Franchise | Captures provisions that set out franchisee's obligations for establishing the prices of the products/services. | Franchise agreements |
Product Returns | Captures provisions with respect to return of products generally, and on termination. | A variety of agreement types including supply and distribution agreements |
Professional Liability/Errors and Omissions Insurance | Captures a party's obligation to obtain professional liability or errors and omissions insurance, but does not include insurance-related indemnity obligations. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
"Profit/Loss" Definition—LPA/LLC | Captures the definition of "Profit" and "Loss" as well as the definition of related terms such as "Income", "Gain", "Taxable Income" and "Taxable Loss". | Limited partnership agreements and LLC operating agreements |
Prohibited Use | Captures prohibitions on specific uses of the leased premises (such as prohibitions against using the premises for lodging, entertainment, storage, etc.), as well as uses prohibited at the landlord's discretion ("immoral" uses, uses that "threaten the reputation" of the premises, etc.). This smart field does not capture boilerplate rules such as prohibitions on hazardous materials, animals, noise, vibrations, general nuisances, etc. | Leases from the United States and Canada |
Proof of Compliance | Captures the obligation of a party to demonstrate its compliance with, or the ability of a party to monitor or audit the other party's compliance with, data protection provisions in the agreement. | Data protection addenda (and may generate false positives on other agreement types) |
Publicity | Captures the procedures for issuing press releases or making public announcements concerning the relationship of the parties to an agreement (including the use of each other's logos). | A variety of agreement types including non-disclosure, service, supply, distribution, intellectual property, employment and purchase agreements |
Purchase Option—Franchise | Captures provisions outlining franchisor's option to purchase assets of the business or the franchised entity upon termination. | Franchise agreements |
Purchase Options and Rights of First Refusal/First Offer—Lease | Captures a party's option to purchase property under a lease, including rights of first offer and refusal. Language captured by this smart field includes the right to purchase, the purchase price and the exercise terms, but generally not the procedure for conveying the property following exercise. It also captures provisions that compel a lessee to purchase leased property in certain circumstances. | Commercial real estate leases and equipment leases |
Purchase Order Changes/Cancellation | Captures provisions outlining a party's rights to change or cancel purchase orders. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Purchase Order Requirements | Captures provisions that identify items that must be included in a purchase order. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Purchase Price Adjustments | Captures all categories of purchase price adjustments, including earnouts and working capital adjustments. | Share purchase agreements, asset purchase agreements and merger agreements |
Purchase Price Adjustments—Post-Closing | Captures adjustments to a purchase price that occur after closing. | Share purchase agreements, asset purchase agreements and merger agreements |
Purchase Price Adjustments—Pre-Closing | Captures adjustments to a purchase price that occur between signing of a purchase agreement and closing. | Share purchase agreements, asset purchase agreements and merger agreements |
"Qualified ECP Guarantor" Definition | Captures the definition of "Qualified ECP Guarantor" in the context of eligible contract participants under the U.S. Commodity Exchange Act rules and similar rules. | Credit, facility and loan agreements |
Qualified Income Offset | Captures the requirement that any partner or member who unexpectedly receives certain adjustments, allocations or distributions for U.S. tax purposes be specially allocated offsetting amounts of gross income and gain sufficient to eliminate any resulting capital account deficit. | Limited partnership agreements and LLC operating agreements |
Quiet Enjoyment—Equipment Lease | Captures lessee's right of quiet enjoyment and non-interference during the term of the lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Quiet Enjoyment (England) | Captures the right of a tenant to peacefully occupy and to have quiet enjoyment of the leased premises. | Commercial and residential real estate leases governed by the laws of England and Wales |
Quorum at Committee Meeting | Captures the number or proportion of directors on a committee required to be a present at a committee meeting for quorum. This smart field does not capture voting thresholds at committee meetings. | Articles and bylaws from the United States, Canada, and England and Wales |
Quorum at Directors Meeting | Captures the number or proportion of directors required to be present at a directors meeting for quorum. This smart field does not capture voting thresholds at directors meetings. | Articles and bylaws from the United States, Canada, and England and Wales |
Quorum at Shareholders Meetings | Captures the requirements for establishing quorum at shareholders meetings. | Articles and bylaws from the United States, Canada, and England and Wales |
"Real Estate" Definition | Captures the definition of "Real Estate" or "Real Property". | Credit, facility and loan agreements |
"Real Property Leases" Definition | Captures the definition of real property leases which includes both the definition of the lease and the leased premises in connection with the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Recalls | Captures provisions with respect to recalls, but excludes product defects and returns. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Recapture | Captures rights of a landlord to recapture premises in the event a tenant proposes to transfer or sublease a portion of the premises. | United States and Canadian commercial leases |
Recipient Confidentiality Obligations | Captures the confidentiality obligations of the recipient of confidential information. | Non-disclosure agreements |
Record Date | Captures the rules for setting a record date to establish which shareholders are entitled to vote at a shareholders meeting or receive dividends/distributions. | Articles and bylaws from the United States, Canada, and England and Wales |
Reduction for Insurance Proceeds | Captures provisions that reduce the amount of damages payable to the indemnified party for any insurance proceeds received by the indemnifying party in connection with the loss. | Share purchase agreements, asset purchase agreements and merger agreements |
Reduction for Tax Benefits | Captures provisions that reduce the amount of damages payable to the indemnified party for any tax benefits received by the indemnifying party in connection with the loss. | Share purchase agreements, asset purchase agreements and merger agreements |
Refinancing Facilities | Captures the right of a borrower to refinance a loan. | Commitment letters |
Registered Agent—LPA/LLC | Captures information regarding the registered agent of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Registered Office—LPA/LLC | Captures information regarding the registered office of a limited partnership or limited liability company. | Limited partnership agreements and LLC operating agreements |
Registration Rights | Captures the right of a shareholder to require a company to publicly list the shareholder's shares for sale. | Shareholders' agreements |
Regular Settlement Day—Transfer Timing | Captures the definition of "Regular Settlement Day" for the purposes of a transfer of Eligible Credit Support or Equivalent Credit Support. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Regulatory Approval Covenant | Captures a party's covenant to cooperate to obtain regulatory approvals. | Arrangement agreements, purchase agreements and merger agreements |
Regulatory Approvals Condition | Captures conditions of borrowing with respect to obtaining regulatory approvals. | Commitment letters |
Reimbursement—Lease Accounting | Captures one party's obligation to reimburse another for costs or expenses under a lease. It also generally captures provisions relating to a party's obligation to assume the costs or expenses of another. It does not capture rights of reimbursement from third party sources such as proceeds of insurance or sale. | Primarily on (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases) |
Reimbursement (Assumption of Costs) | Captures provisions relating to a party's obligation to reimburse another for costs or expenses under an agreement. It also generally captures provisions relating to a party's obligation to assume the costs or expenses of another. | Primarily on service, supply, distribution and intellectual property agreements |
Related Parties Representation | Captures representations that a party has not engaged in transactions with related parties other than as disclosed (also referred to as "Affiliate Transactions"). | Share purchase agreements, asset purchase agreements and merger agreements |
Relationship Between Parties Representation | Captures representations relating to the independence of the parties in entering into the transactions contemplated by the master agreement, including that each party (i) is acting independently and for its own account, (ii) has not relied on advice or recommendations of the other party with respect to any transaction, (iii) is capable of assessing the merits and understanding the risks of each transaction, and (iv) is not acting as the agent or fiduciary of the other party. | International Swaps and Derivatives Association agreements |
Relief from Automatic Stay—Intercreditor Agreement | Captures the agreement by junior creditors not to seek relief from the automatic stay in a bankruptcy/insolvency proceeding. | Primarily on United States intercreditor agreements |
Relocation | Captures a landlord's right to relocate a tenant within a building. | Commercial leases |
Remedies Upon Event of Default—Credit Agreement | Captures the rights and remedies available to lenders or agents in the event that a borrower defaults under the agreement. | Credit, facility and loan agreements |
Remedies Upon Event of Default—Equipment Lease | Captures the remedies to which lessor (and, if applicable, lessee) is entitled, upon the occurrence of an event of default. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Removal of Directors | Captures the ability of directors or shareholders to remove a director, with or without cause. This smart field excludes references to resignation and disqualification by reason of bankruptcy, illness, criminal activity, or the applicability of specific laws. | Articles and bylaws from the United States, Canada, and England and Wales |
Removal of Officers | Captures the ability of directors or shareholders to remove an officer, with or without cause. This smart field excludes references to resignation and disqualification by reason of bankruptcy, illness, criminal activity, or the applicability of specific laws. | Articles and bylaws from the United States, Canada, and England and Wales |
Renewal | Captures renewal or extension provisions in an agreement, whether automatic or requiring notice by a party, but does not include renewal provisions that require the mutual agreement of the parties. | A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements |
Renewal—Lease | Captures a tenant's renewal or extension rights. | Commercial leases |
Rent—Equipment Lease | Captures rent payable by lessee, including additional rent, holdover rent and deposits. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Rent Free Period—Peppercorn Rent | Captures peppercorn rent, free rent and de minimus rent provisions. | Commercial and residential real estate leases governed by the laws of England and Wales |
Rent Free Period—Rent Commencement Date (Definition) | Identifies leases with a definition of "Rent Commencement Date" and can be used to determine any free rent period (however, when this information is located in a table, the smart field will occasionally only capture the term "Rent Commencement Date" and not the date itself). | Commercial and residential real estate leases governed by the laws of England and Wales |
Rent Free Period—Rent Commencement Date (Operative) | Captures the operative component of the rent commencement date. | Commercial and residential real estate leases governed by the laws of England and Wales |
Rent Payment Date | Captures the recurring payment date for base rent installments under a lease. This smart field is not intended to capture the payment date for any initial installment or down payment of base rent or any payment date for payments other than base rent, such as taxes or operating expenses. | United States and Canadian leases |
Rent Review—Assumptions | Captures the assumptions of a rent review. | Commercial and residential real estate leases governed by the laws of England and Wales |
Rent Review—Basis | Captures the basis of any rent review, including the definition and any relevant equation of such basis (e.g. open market rent or retail price index). | Commercial and residential real estate leases governed by the laws of England and Wales |
Rent Review—Date | Captures the rent review date of a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Rent Review—Disregards | Captures the disregards of a rent review. | Commercial and residential real estate leases governed by the laws of England and Wales |
Repair and Maintenance—Equipment Lease | Captures lessee's repair and maintenance obligations under a lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Repairing Obligations | Captures the obligation of a tenant to repair the premises, but excludes the manner of repair and specific obligations regarding fixtures and fittings and similar obligations. | Commercial and residential real estate leases governed by the laws of England and Wales |
Replacement of Lenders/Yank a Bank Procedure | Captures the circumstances under which a borrower may replace a lender and the procedures to effect such replacement. | Credit, facility and loan agreements, but not on intercreditor agreements |
Replacement of Non-Consenting Lenders | Captures the right of a borrower to replace a lender that does not consent to a waiver or amendment that has been agreed to by the majority or required lenders. | Credit, facility and loan agreements |
Replacement of Trustee—Bond Indenture | Captures the provision related to the removal and resignation of indenture trustee, as well as the appointment and acceptance by successor indenture trustee. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Reporting Requirements | Captures reporting requirements of a borrower. | Commitment letters |
Reports and Other Information Covenant—Bond Indenture | Captures the covenant of the issuer to deliver specified information, documents and reports with the trustee and appropriate regulatory agencies, as applicable. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Reports by the Issuer—Bond Indenture | Captures the reporting requirements of the issuer. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Reports by Trustee—Bond Indenture | Captures the requirement of the indenture trustee to provide reports to the holders in compliance with the Trust Indenture Act. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States |
Representation and Warranty Insurance | Captures provisions referencing representation and warranty insurance to be obtained in connection with the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Representations and Warranties—Commitment Letter | Captures the list of representations and warranties of a borrower that must be included in the credit agreement. | Commitment letters |
"Representatives" Definition | Captures the definition of "Representatives" or the parties with whom confidential information may be shared by the recipient. | Non-disclosure agreements |
Requests to Restrict | Captures provisions relating to the covered entity's obligation to notify the business associate of restrictions on the use or disclosure of protected health information, and the business associate's obligation to comply with such restrictions. | Business associate agreements |
Required Lender Approval | Captures waivers, amendments and other actions requiring the consent of a majority of the lenders (or those lenders included in the definition of "Required Lenders"). | Credit, facility and loan agreements |
"Required Lenders"/"Majority Lenders" Definition | Captures the definitions of "Required Lenders" and "Majority Lenders". | Credit, facility and loan agreements |
Reservations (Landlord) | Captures the rights reserved to a landlord under a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
"Reserves" Definition | Captures the definitions of "Reserves", "Availability Reserves", "Inventory Reserves", "Receivables Reserves" and other reserve definitions for asset-based loans. | Credit and loan agreements |
Resolution Time | Captures the deadline for the parties to resolve any dispute in accordance with the prescribed dispute resolution process. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Restoration of Rights and Remedies—Bond Indenture | Captures provisions specifying that if a trustee or holder of the corporate debt securities brought a proceeding and the proceeding was discontinued or abandoned and it adversely affects the trustee or the holder, then the trustee or the holder will be restored to their former positions and may continue as if there had been no proceeding. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
"Restricted Payment" Definition—Bond Indenture | Captures the definition of "Restricted Payment". | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Restricted Payments Covenant | Captures covenants of a borrower not to make any restricted payments, including payments of dividends, distributions or for redemption of stock. | Credit, facility and loan agreements |
Restricted Payments Covenant—Bond Indenture | Captures the covenant restricting the issuer's ability to make specified payments as provided for in corporate debt security indentures. Captures the prohibition on restricted payments, the restricted payments basket, carve-outs to the prohibition on restricted payments, and the definitions of "Restricted Payments", "Investment", "Permitted Investment" and similar definitions. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
"Restricted Subsidiary" Definition | Captures the definition of "Restricted Subsidiary". | Credit, facility and loan agreements |
"Restricted Subsidiary" Definition—Bond Indenture | Captures the definition of "Restricted Subsidiary" and similar terms. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Restriction—Competitive Purpose | Captures restrictions on the customer's right to access the services for competitive purposes. | Software as a service agreements |
Restriction—Sale, Transfer or Third Party Access | Captures restrictions on the customer's right to sell or transfer the services, or otherwise make the services available to third parties. | Software as a service agreements |
Return Amount | Captures any modifications to the standard definition of "Return Amount". | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Return Conditions—Equipment Lease | Captures the return conditions that lessee must satisfy under the lease (including lessor's right to retake possession or demand the return of the leased property upon the occurrence of an event of default). | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Return or Destruction of Confidential Information/Data | Captures the requirement to return or destroy confidential information or data. | Non-disclosure agreements, general commercial agreements like service, license and distribution agreements, and data protection addenda |
Return or Destruction of Protected Health Information | Captures the business associate's obligation to return or destroy protected health information on termination of the business associate agreement, if feasible. It will also capture the business associate's obligations in the event protected health information cannot be returned or destroyed. | Business associate agreements |
Right of First Offer/Right of First Refusal | Captures rights of first refusal or rights of first offer. | Shareholders' and franchise agreements |
Right of First Refusal—Option Agreements | Captures the terms and conditions relating to the grantor's right of first refusal to purchase the option shares before they are sold or otherwise transferred. | Option agreements |
Right of Holder to Receive Payment—Bond Indenture | Captures the holder's right to receive interest, principal and other payments due. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Right of Substitution/Relocation—Lease Accounting | Captures a party's right to substitute leased property, including a landlord's right to relocate a tenant to different premises. In the case of commercial real estate leases, it also captures a landlord's right to relocate any tenant equipment (e.g., generator, antenna, etc.) to a different part of the premises. | Commercial real estate leases and equipment leases |
Right to Create Aggregated/Statistical Data | Captures provisions relating to a party's right to create or collect aggregated, statistical or de-identified data. | Software as a service agreements |
Right to Delete | Captures affirmative disclosures to consumers of their right to request that a business delete their information, as required by the California Consumer Privacy Act ("CCPA"). | Various privacy policies and notices both before and after enactment of the CCPA. |
Right to Enter/Inspect (England) | Captures a landlord's right to enter and carry out repairs and to charge a tenant where a tenant is in default. | Commercial and residential real estate leases governed by the laws of England and Wales |
Right to Enter/Right of Inspection | Captures the right of a landlord to enter or inspect the leased premises (typically with notice prior to entry). | Commercial leases |
Right to Post-Petition Interest—Intercreditor Agreement | Captures the agreement by junior creditors not to object to any senior creditor's claim for post-petition interest. It also captures language indicating the right of a particular class of senior creditors to a priority claim for post-petition interest (often under the Separate Classes provision). | Primarily on United States intercreditor agreements |
Rights (Tenant) | Captures the rights reserved to a tenant under a lease. | Commercial and residential real estate leases governed by the laws of England and Wales |
Rights and Remedies Cumulative—Bond Indenture | Captures provisions specifying that no remedy is exclusive of any other remedy and that all available remedies are cumulative. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Rights of Termination—Lease Accounting | Captures a party's right to terminate a lease under various circumstances, including options to terminate. | Commercial real estate leases and equipment leases |
Risk of Loss/Damage—Equipment Lease | Captures lessee's (and, if applicable, lessor's) responsibility for risk of loss and/or damage with respect to the leased property. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Rounding | Captures whether the return amount and delivery amount will be rounded up or rounded down and to which nearest integral multiple. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Royalty Payments | Captures provisions relating to the payment of royalties by a licensee or sublicensee. It includes minimum royalty payments, royalty payment due dates, payment schedules and the duration of royalty payments. It does not identify when licenses are royalty-free, or the denomination of royalty payments. It does not include sub-license payments or royalties to sub-licensees. | A variety of license agreements |
Sale/Leaseback Covenant—Bond Indenture | Captures the restriction on the ability of the issuer to enter sale and leaseback transactions. This smart field also captures the definition of "Sale and Leaseback Transaction". | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Sale/Leaseback Transactions Covenant | Captures covenants of a borrower not to engage in any transactions in which they sell property and then rent or lease as lessee that or similar property. | Credit, facility and loan agreements |
Sandbagging | Captures both pro-sandbagging provisions (the right to bring indemnification claims for known breaches of an agreement) and anti-sandbagging provisions (the inability to bring indemnification claims for know breaches of an agreement). | Share purchase agreements, asset purchase agreements and merger agreements |
Sandbagging (Anti) | Captures anti-sandbagging provisions (the inability to bring indemnification claims for known breaches of an agreement). | Share purchase agreements, asset purchase agreements and merger agreements |
Sandbagging (Pro) | Captures pro-sandbagging provisions (the right to bring indemnification claims for known breaches of an agreement). | Share purchase agreements, asset purchase agreements and merger agreements |
Scheduled Repayment of Loans | Captures the timing for required loan repayments. | Credit, facility and loan agreements |
Scope of Agreement | Captures the types of transactions that will be the subject of the agreement. | International Swaps and Derivatives Association agreements |
Section 280G Payments | Captures the treatment of payments made to an employee that constitute parachute payments under Section 280G of the U.S. Internal Revenue Code. | Employment agreements |
Section 754 Adjustment | Captures the requirement that any positive or negative adjustments to the capital accounts as a consequence of an election under section 754 of the U.S. Internal Revenue Code be treated as items of gain or loss, respectively, and that those gains or losses be allocated among the partners or members in a manner consistent with the Code and the regulations thereunder. | Limited partnership agreements and LLC operating agreements |
Section 754 Election | Captures the right of the general partner or manager to make the election under section 754 of the U.S. Internal Revenue Code to adjust the basis of the partnership/company's assets when partnership/company property is distributed or an interest in the partnership/company is transferred. | Limited partnership agreements and LLC operating agreements |
Section and Headings | Captures the role and impact of headings in the agreement. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Secured Party and Pledgor | Captures which party will be the secured party and which one will be the pledgor. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, but not on the 2016 Credit Support Annexes |
Secured Party City | Captures the city of the secured party on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Country | Captures the country of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party First Name | Captures the first name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Last Name | Captures the last name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Mailing Address | Captures the mailing address of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Middle Name | Captures the middle name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Organization Name | Captures the organization name of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Postal Code | Captures the postal code of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party State | Captures the state of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Secured Party Suffix | Captures the suffix of the secured party listed on the Uniform Commercial Code financing statement. It will not capture party information from UCC1Ad, UCC1AP or UCC3. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Security Deposit—Equipment Lease | Captures the requirement for lessee to provide a security deposit. It also captures circumstances in which lessor may use the security deposit to cover expenses, etc. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Security Deposit/Letters of Credit | Captures the requirement of a tenant to provide or replenish a security deposit or letter of credit under a lease. | Leases from the United States and Canada |
Security Interest (Grant & Perfection)—Equipment Lease | Captures provisions addressing the grant of a security interest in favor of lessor. It also captures language relating to the perfection of such security interest, as well as lessee's undertaking to file all necessary documents, etc. for that purpose. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Security Measures (General) | Captures general obligations to implement and maintain security measures, including technical and organizational safeguards and procedures. It does not capture (i) specific information security requirements (such as data encryption or backup); or (ii) general statements regarding a party's responsibility or liability for data security. | Software as a service agreements |
Security of Tenure | Captures provisions dealing with whether a lease is inside or outside of the Landlord and Tenant Act 1954. | Commercial and residential real estate leases governed by the laws of England and Wales |
"Senior Indebtedness" Definition—Bond Indenture | Captures the definitions of "Senior Indebtedness", "Senior Debt" and similar terms. This smart field does not capture the definition of "Designated Senior Debt". | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Separate Classes—Intercreditor Agreement | Captures the agreement by the junior secured creditors to treat their respective interests as a separate class from those of more senior secured creditors for the purposes of any bankruptcy/insolvency proceeding. | Primarily on United States intercreditor agreements |
Service Bureau/Timesharing | Captures provisions relating to restrictions for the use of service bureaus and/or time-shares. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Service Charge—Caps | Captures any limit or cap on a service charge (including a relevant equation, if listed). | Commercial and residential real estate leases governed by the laws of England and Wales |
Service Charge—End of Year Reconciliation | Captures the obligation of a landlord to prepare an account showing the service charge expenditure for a financial year and any provision within the service charge dealing with a balancing payment (either a crediting or debiting payment). | Commercial and residential real estate leases governed by the laws of England and Wales |
Service Charge—Exclusions | Captures any specific exclusions from a service charge. | Commercial and residential real estate leases governed by the laws of England and Wales |
Service Charge—Proportion | Captures the overarching proportion of the service charge attributable to the premises that a tenant will be liable to pay. Captures the operative component, the proportion and the definition of "Service Charge", but excludes exceptional expenditure, a landlord's right to alter the proportion attributable to a tenant or the amount of any estimated initial contribution/balancing payment. | Commercial and residential real estate leases governed by the laws of England and Wales |
Service Credit | Captures a purchaser's agreement to credit certain continuing target employees for past service for the purposes of eligibility and vesting in employee benefit plans post-closing. It also captures a purchaser's agreement to recognize prior amounts paid by such employees for the purposes of determining deductibles, co-payments, out-of-pocket maximums, etc. under any welfare benefit plans in which such employees may be enrolled post-closing. | Arrangement agreements and merger agreements |
Service Level | Captures provisions with respect to service levels and standards of service. | Service agreements |
Set-off | Captures a party's right to set-off and apply credits to amounts due. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Set-off—Credit Agreement | Captures the lender's rights of set-off where an event of default has occurred and/or is continuing. | Credit, facility and loan agreements |
Set-off—ISDA | Captures the applicability of the set-off provisions in the International Swaps and Derivatives Association master agreement, which enable a party, after early termination, to set-off amounts owing between the parties in respect of other agreements against the close-out payment. | International Swaps and Derivatives Association agreements |
Severability | Captures severability provisions, pursuant to which parties agree that if anything in an agreement is determined to be invalid, it will be severed from the rest of the agreement, which will remain enforceable. | A variety of agreement types including service, supply, distribution, intellectual property, employment and purchase agreements |
Several Liability | Captures acknowledgments by the parties that the obligations of the lenders to fund the loans are several, and not joint and several. | Credit, facility and loan agreements |
Severance Payments and Benefits | Captures an employee's entitlement to severance payments and benefits on termination of employment. | Executive employment agreements |
Share Conversion/Exchange | Captures provisions addressing the principal conversion or exchange of shares as part of a merger or arrangement transaction, including any exchange ratio used for such conversion or exchange. It generally does not capture provisions dealing with the treatment of shares held by purchaser or by dissenting shareholders, nor does it address the treatment of treasury shares or any conversion/exchange of shares that is purely structural in nature. This smart field applies primarily to share and mixed consideration deals. | Arrangement agreements and merger agreements |
Share/Stock Certificates | Captures requirements, restrictions, and other rules applicable to the issuance or replacement of share/stock certificates. | Articles and bylaws from the United States, Canada, and England and Wales |
Shareholder Appointment of Proxy | Captures the procedural requirements for implementing and evidencing a grant of proxy by a shareholder. This smart field does not capture the general right of a shareholder to appoint a proxy or revocation of a proxy. | Articles and bylaws from the United States, Canada, and England and Wales |
Shareholder Approval—Merger/Arrangement Agreement | Captures provisions addressing both acquirer and target shareholder approval requirements for the transaction. | Arrangement agreements and merger agreements |
Shareholder Meeting—Notice | Captures notice requirements for shareholders meetings. | Articles and bylaws from the United States, Canada, and England and Wales |
Shareholder Notice for Director Nominations and Business Proposals | Captures shareholder obligation to provide advance notice for director nominations or business proposals. | Articles and bylaws from the United States, Canada, and England and Wales |
Shareholders Action by Written Consent | Captures the shareholders' right to act by written consent. | Articles and bylaws from the United States, Canada, and England and Wales |
Shareholders Right to Call a Special Meeting | Captures the shareholders' right to call a special meeting. | Articles and bylaws from the United States, Canada, and England and Wales |
Shareholders' Equity | Captures the definition of "Shareholders' Equity". | International Swaps and Derivatives Association agreements |
"Shares" Definition | Captures the definition of shares, including subject shares and consideration shares. | Underwriting agreements and purchase agreements |
Shine the Light | Captures the right of consumers to request information concerning the disclosure of their personal information to third parties for the third parties' direct marketing purposes, as required by the California Shine the Light Act. | Various privacy policies from the United States and Canada. |
Shipping/Delivery Terms | Captures provisions relating to shipping and delivery requirements, including shipping origin, costs, title/risk of loss and shipping address. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
Signage | Captures the rights of a landlord and/or tenant to install signs on the property or in the building. | Commercial leases |
Signing Bonus | Captures a signing bonus received by an employee (except for a signing bonus of equity, which is captured by another smart field). | Executive employment agreements |
Size/Purchase Price | Captures the aggregate purchase price in a transaction, before taking into account any purchase price adjustments. | Share purchase agreements, asset purchase agreements and merger agreements |
Snooze You Lose | Captures the consequences of a failure by a lender to respond to a request for a consent, waiver or amendment to the agreement. | Credit, loan and facility agreements |
"SOFR" Definition | Captures the definition of the secured overnight financing rate ("SOFR") and similar or related definitions. It is recommended that this smart field be used in conjunction with the LIBOR Fallback Mechanism—Credit Agreement smart field. | Credit, facility and loan agreements |
Solvency Certificate Condition | Captures the condition of borrowing to provide a solvency certificate. | Commitment letters |
Solvency Certificate Condition—Credit Agreement | Captures the condition of borrowing that the borrower will deliver a solvency certificate prior to funding. | Credit, facility and loan agreements |
Solvency Representation | Captures representations of the borrower that it is solvent, is able to pay its debts as they become due, and has capital sufficient to carry on its business. | Credit, facility and loan agreements |
Source Code Escrow | Captures the requirement to deposit source code into an escrow account, and the circumstances in which the source code escrow may be released. | A variety of document types including intellectual property, service, distribution, supply and purchase agreements |
Special Vesting Provisions | Captures instances where the stock option's vesting schedule will accelerate or be adjusted as a result of certain events (e.g. change of control, termination, etc.). In particular, this smart field primarily captures instances where the stock option shall vest fully and immediately as a result of such events. | Option agreements |
Specific GP Powers—LPA | Captures the specific powers granted to the general partner under the LPA. | Limited partnership agreements |
Specific Performance | Captures the right of a party to seek specific performance in the event of a breach of the agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
"Specified Acquisition Agreement Representations" Definition | Captures the definitions of "Specified Acquisition Agreement Representations", "Merger Agreement Representations" or similar terms. | Credit and loan agreements |
Specified Entity | Captures which third parties a party considers relevant to its counterparty's credit standing. | International Swaps and Derivatives Association agreements |
Specified Indebtedness | Captures the definition of "Specified Indebtedness". | International Swaps and Derivatives Association agreements |
"Specified Representations"/"Repeating Representations" Definition | Captures the definitions of "Specified Representations", "Repeating Representations" and "Major Representations". | Credit, facility and loan agreements |
"Specified Transaction" Definition | Captures any modifications to the standard definition of "Specified Transaction". | International Swaps and Derivatives Association agreements |
Square Footage of Premises | Captures the square footage of the leased premises, including any change to the square footage of the leased premises under an amendment to the lease. It is recommended that this smart field be used together with the Description of Premises and Address of Premises smart fields. | Commercial real estate leases from the United States and Canada, as well as some from England. |
Standard of Care | Captures the level of caution that a receiving party must exercise with respect to confidential information. | Non-disclosure agreements |
Standstill | Captures restrictions on certain actions of a bidding company in the context of a takeover. | Shareholders' agreements |
Start Date | Captures the start date of the initial term of an agreement. This smart field is meant to be used in conjunction with the Effective Date smart field. | A variety of agreement types including service, supply, distribution, intellectual property and employment agreements |
Start Date—Employment | Captures an employee's start date, as well as the effective date of the agreement. | Executive employment agreements |
Status of Lenders and Documentation | Captures requirements of a lender to deliver to the borrower tax documentation. | Credit, facility and loan agreements |
Subcontracting | This is a broad smart field that captures provisions relating to subcontracting or subprocessing. It includes the definitions of "Subcontractor" and "Subprocessor". | General commercial agreements like license and service agreements, in addition to data protection addenda |
Subcontractor Restrictions and Conditions | Captures provisions requiring the business associate to ensure that its subcontractors (i) agree to the same restrictions and conditions that apply to the business associate with respect to protected health information; and (ii) implement appropriate safeguards. | Business associate agreements |
Sublease—Equipment Lease | Captures lessee's right, if any, to sublease the leased property (including language prohibiting lessee from subleasing such property). | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Sublease/Assignment Profit-Sharing | Captures the requirement that any profit arising out of the sublease or assignment of the lease by the tenant will be shared with the landlord. | Commercial leases |
Sublicensing Rights | Captures provisions relating to the right to sublicense. It includes the definitions of "Sublicense" and "Sublicensee", when sublicensing is permitted/prohibited, sublicense requirements, and conditions for granting a sublicense. It does not include sub-license payments or royalties to sub-licensees. | A variety of license agreements |
Submission to Jurisdiction—ISDA | Captures which jurisdiction the parties would like to govern disputes between them. | International Swaps and Derivatives Association agreements |
Subordination | Captures provisions which require a tenant to subordinate its rights under a lease to ground and underlying leases, and/or to the liens of any mortgages affecting the land or premises. This smart field also captures requirements for a party to obtain or enter into a subordination, non-disturbance, and attornment agreement. | Leases from the United States and Canada |
Subrogation Waiver | Captures the agreement by the landlord and/or tenant to have their respective insurance companies waive any rights of subrogation that such companies may have against the landlord or tenant, as applicable. | Commercial leases |
Subsidiaries Representation | Captures representations that a party has no subsidiaries other than as disclosed. | Share purchase agreements, asset purchase agreements and merger agreements |
Subsidiaries Representation—Credit Agreement | Captures representations of the borrower with respect to its subsidiaries. | Credit, facility and loan agreements |
"Subsidiary" Definition | Captures the definition of a subsidiary. | Underwriting agreements and purchase agreements |
Subsidiary Guarantees | Captures the types of subsidiaries that must guarantee credit facilities. | Commitment letters |
Substitution Date/Exchange Date | Captures any modifications to the standard definitions of "Substitution Date" or "Exchange Date". | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Successor Trustee by Merger—Bond Indenture | Captures the provision concerning a consolidation, merger, conversion, or transfer of assets of the indenture trustee with another entity that becomes the successor trustee. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Successors and Assigns | Captures an acknowledgment by the parties that the agreement will be binding upon their successors and assigns. | A variety of agreement types including service, supply, distribution, intellectual property and employment agreements |
"Superior Proposal" Definition | Captures the definition of "Superior Proposal". | Arrangement agreements and merger agreements |
Supermajority Approval | Captures waivers, amendments and other actions requiring the consent of the lenders included in the definition of "Supermajority Lenders". | Credit, facility and loan agreements |
"Supermajority Lenders" Definition | Captures the definition of "Supermajority Lenders". | Credit and loan agreements |
Supplemental Indentures/Amendments with Holder Consent—Bond Indenture | Captures the supplements, amendments and other actions requiring the consent of the holders of the debt security affected thereby. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Supplemental Indentures/Amendments without Holder Consent—Bond Indenture | Captures the supplements, amendments and other actions not requiring the consent of the holders of the debt security. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Surrender | Captures a tenant's obligations with respect to the leased premises at the expiration of the term of a lease. | Leases from the United States and Canada |
Survival | Captures survival provisions (the extent to which provisions survive termination of the agreement). | A variety of document types including supply, service, employment, and distribution agreements |
Survival of Purchase Agreement Provisions | Captures the length of time for which purchase agreement provisions will survive after closing of the transaction. | Share purchase agreements, asset purchase agreements and merger agreements |
Suspension | Captures provisions relating to the provider's right to suspend the customer's access to the services. It does not capture provisions relating to (i) maintenance or other exceptions to uptime commitments; or (ii) force majeure. | Software as a service agreements |
"Swap Obligation" Definition | Captures the definition of "Swap Obligations" in the context of the U.S. Commodity Exchange Act rules and similar rules. | Credit, facility and loan agreements |
Swap/Hedging Agreements Covenant | Captures covenants of a borrower not to enter into any swap or hedging agreements. | Credit, facility and loan agreements |
Tag Along Rights | Captures tag along rights (the right of a minority shareholder to sell its shares along with a selling shareholder). | Shareholders' agreements |
Tax Allocation—LPA/LLC | Captures general tax-related allocations of income, gain, loss, etc. to the partners or members, including allocation of tax credits, recapture and "built-in" gain/loss adjustments resulting from property contributed to the partnership/company. | Limited partnership agreements and LLC operating agreements |
Tax Classification/Check-The-Box—LPA/LLC | Captures provisions describing the intended entity classification of a limited partnership or limited liability company for U.S. tax purposes, including the right, if any, of the general partner or manager to make the so-called "check-the-box" election to have the limited partnership or limited liability company be treated as a corporation for U.S. tax purposes. This smart field does not capture any obligations or limitations that may be imposed on partners or members to preserve the partnership/company's intended classification. | Limited partnership agreements and LLC operating agreements |
Tax Gross-Up | Captures requirements that a borrower will gross up any amounts owing to the lenders to compensate for any withholding taxes that are withheld on amounts payable under the agreement (so that the lender receives an amount equal to the payment it would have received if no tax withholding had been required). | Credit, facility and loan agreements |
Tax Indemnification by Borrower | Captures indemnification obligations of the borrower with respect to taxes payable pursuant to the loan documents. | Credit, facility and loan agreements |
Tax Information—LPA/LLC | Captures the obligation of the general partner or manager to provide partners or members with information required for tax filing purposes. | Limited partnership agreements and LLC operating agreements |
Tax Matters Partner/Partnership Representative—LPA/LLC | Captures the designation of a Tax Matters Partner/Member or a Partnership Representative for tax purposes as well as the rights and responsibilities that attend such designation where specified. | Limited partnership agreements and LLC operating agreements |
Tax Provisions—ISDA | Captures tax-related provisions in the schedule to the International Swaps and Derivatives Association master agreement (other than tax representations which can be captured using a separate smart field). | International Swaps and Derivatives Association agreements |
Tax Refund/Credit | Captures tax refund provisions, whereby a party agrees that if it receives a refund or credit for amounts for which it has been indemnified it will pay such amounts to the indemnifying party. | Credit, facility and loan agreements |
Tax Representations | Captures the tax representations made by the parties. | International Swaps and Derivatives Association agreements |
Tax Withholding—LPA/LLC | Captures the right of the general partner or manager to deduct or withhold taxes from any payment made to a partner or member as required by applicable law. It also captures the option for the partnership or company to make loans or advances to the applicable partners or members for the purposes of paying such withholding tax on their behalf. | Limited partnership agreements and LLC operating agreements |
Taxes Covenant—Bond Indenture | Captures the covenant of the issuer to pay all taxes, assessments and government charges levied on the issuer in a timely manner. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
"Taxes" Definition | Captures the definitions of "Tax" and "Taxes". | Credit, facility and loan agreements |
Taxes Representation | Captures representations with respect to taxes. | Share purchase agreements, asset purchase agreements and merger agreements |
Taxes Representation—Credit Agreement | Captures general tax representations, including that a loan party/obligor has (i) timely filed all tax returns, (ii) paid all applicable taxes that are due and payable and (iii) made adequate provision for any taxes that are being contested in good faith. This smart field does not capture representations relating to withholding tax on payments under the agreement or to other taxes/duties (e.g. stamp duties, registration fees, etc.) payable in respect of the agreement. | Credit, facility and loan agreements |
Tax-Free Reorganization (U.S.) | Captures the parties' intention for the transaction to qualify as a tax-free reorganization for United States federal income tax purposes. It does not capture affirmative or negative covenants relating to such tax-free treatment. It also does not capture a party's obligation to provide a legal opinion regarding such tax-free treatment. | Arrangement agreements and merger agreements |
Technical and Organizational Measures | Captures all provisions with respect to technical and organizational measures that must be put into place to protect data. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Tenant | Captures the name of a tenant. | Commercial and residential real estate leases governed by the laws of England and Wales |
Tenant Allowances—Lease Accounting | Captures improvement and other allowances provided by a landlord to a tenant. It also generally captures monetary restrictions on the use of an allowance, the requirement to amortize all or a portion of an allowance, and a tenant's right, if any, to the residual amount of an allowance. It does not capture management or supervisory fees paid to a landlord out of any such allowance in respect of improvements to the leased premises. | Primarily on (i) United States and Canadian commercial real estate leases, and (ii) United States equipment and other non-real estate leases (including some aircraft leases) |
Tenant Insurance Obligations | Captures the obligation of a tenant to obtain and maintain ongoing insurance, including general liability, property, workers' compensation, and other types of insurance, and the specifications for such insurance and obligations to deliver evidence thereof. This smart field does not capture any obligation of a tenant or any contractor to maintain insurance in connection with construction at the property, or any obligation of a tenant to reimburse the landlord for insurance maintained by the landlord. | United States and Canadian commercial leases |
Tenant Transfer Rights to Affiliate | Captures the right of a tenant to transfer its rights under a lease to an affiliate without the permission of the landlord. | Commercial leases |
Tenant's Default—Cure Periods for Monetary Defaults | Captures the amount of time a tenant has, if any, to cure a default in its performance of a monetary obligation under a lease. | Leases from the United States and Canada |
Term & Renewal—Equipment Lease | Captures the term of a lease, including any options to renew or extend such term. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Term and Renewal | Captures the initial term of an agreement and any extensions or renewals. | A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements |
Termination | Captures general termination provisions. | A variety of document types including supply, service, employment, distribution, and franchise agreements |
Termination—Purchase/Merger Agreement | Captures the termination provision in a purchase agreement, including the effects of termination. It does not capture provisions relating to termination fees or liability for expenses on termination. | Share purchase agreements, asset purchase agreements, arrangement agreements and merger agreements |
Termination and Reduction of Commitment | Captures the notice requirements for either the lender or the borrower to terminate the loan commitments under the agreement. | Credit, facility and loan agreements |
Termination Currency | Captures the currency in which payments will be made under terminated transactions. | International Swaps and Derivatives Association agreements |
Termination Damages—Lease | Captures any damages, fees or other penalties payable by the tenant to the landlord in the event of an early termination of the lease, whether for default or otherwise. | Commercial leases |
Termination Fee | Captures the fees payable by the purchaser and/or seller if a purchase agreement is terminated prior to closing. | Share purchase agreements, asset purchase agreements and merger agreements |
Termination for Casualty—Lease | Captures the right of a tenant and/or landlord to terminate the lease in the event of damage or destruction to the leased premises. | Commercial leases |
Termination for Cause or Breach | Captures the right of a party to terminate an agreement for cause or breach. | A variety of document types including supply, service, employment and distribution agreements |
Termination for Condemnation—Lease | Captures lease termination provisions triggered by the leased premises becoming condemned or being appropriated by a public authority, in whole or in part. | Commercial leases |
Termination for Convenience | Captures the right of a party to terminate an agreement without justification. | A variety of agreement types including service, supply, distribution, intellectual property, employment, and franchise agreements |
Termination for Insolvency | Captures the right of a party to terminate an agreement for insolvency. | A variety of document types including supply, service, employment and distribution agreements |
Termination for Material Adverse Effect | Captures both the closing condition that no material adverse effect or change has occurred, and the specific right to terminate the agreement in the event of a material adverse effect or change in the termination section. | Share purchase agreements, asset purchase agreements and merger agreements |
Termination for Material Breach | Captures the covered entity's right to terminate the business associate agreement in the event of a material breach by the business associate. | Business associate agreements |
Termination of Benefit Plans | Captures a target's obligation to terminate 401(K) plans and other similar benefit plans in connection with the consummation of an acquisition. | Arrangement agreements and merger agreements |
Termination of Shareholders' Agreement | Captures the way in which a shareholders' agreement may be terminated. | Shareholders' agreements |
Termination Procedures | Captures the procedures that must be followed in order to terminate an agreement. | A variety of document types including supply, service, employment and distribution agreements |
Territory | Captures the concept of "territory" in an agreement, typically with respect to a grant of license or distribution rights. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
Third Party Beneficiaries | Captures acknowledgements that an agreement is not intended to benefit anyone other than the parties to the agreement. | Share purchase agreements, asset purchase agreements and merger agreements |
| Third-Party Claims | Captures indemnification procedures specifically for claims by a third party against an indemnified party (as opposed to direct claims). | Share purchase agreements, asset purchase agreements and merger agreements |
Threshold | Captures the definition of "Threshold" which is used to determine whether an event of default has taken place. | International Swaps and Derivatives Association agreements |
Threshold—CSA | Captures the level of unsecured exposure before any collateral is called. It can be a specific monetary amount or linked to a credit ratings matrix. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, but was not trained on the 2016 Credit Support Annexes |
Time of Filing | Captures the time of filing the Uniform Commercial Code financing statement. Redactions or poor font quality may impact the accuracy of this smart field. | Standard UCC-1 forms |
Time of the Essence | Captures acknowledgments by the parties that time is "of the essence". | A variety of commercial agreement types including service, supply, distribution and license agreements |
Timing of Rent Payment—Equipment Lease | Captures timing of rental payments under a lease. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Title | Captures the title of an agreement. | A variety of agreement types including service, supply, distribution, intellectual property, purchase and employment agreements |
Title to Equipment—Equipment Lease | Captures provisions addressing lessor's legal title to and ownership interest in the leased property, including any alterations or improvements thereto. It also captures any transfer of title from lessor to lessee. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Title to Properties Representation | Captures representations of a borrower that it has good and marketable title to its assets, and that its assets are not subject to liens (other than permitted liens). | Credit, facility and loan agreements |
Title, Sufficiency and Condition of Assets Representation | Captures representations that a party has good and marketable title to the assets being sold, that the assets are in good condition and/or that the assets represent all the assets necessary to conduct the purchased business. | Share purchase agreements, asset purchase agreements and merger agreements |
Title/Risk of Loss | Captures provisions addressing when title and/or risk of loss with respect to goods or products supplied under a commercial agreement passes from seller to buyer. | Primarily on service, supply, distribution and intellectual property agreements |
Total Ineligibility Date | Captures whether the parties have agreed to modify the standard definition of "Total Ineligibility Date". | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Total Investment | Captures the paragraph discussing the total investment required to start the franchise. | Franchise disclosure documents |
Total Investment Range Amount | Captures the total investment range, expressed in dollar amounts. | Franchise disclosure documents |
"Transaction Documents" Definition | Captures the definition of transaction documents. | Purchase agreements |
Transactions with Affiliates Covenant | Captures covenants of a borrower with respect to engaging in transactions with affiliates or non-arm's length parties. | Credit, facility and loan agreements |
Transactions with Affiliates Covenant—Bond Indenture | Captures the covenant limiting the issuer's ability to engage in transactions with affiliates to specified circumstances. | High yield corporate debt security indentures governed by the laws of the United States and Canada |
Transfer—Franchise Agreements | Captures all provisions governing the n-term transfer of a franchise agreement (and corresponding rights and interests, etc.) by franchisee or franchisor to a third party, including necessary consents and conditions to effect the transfer. This smart field also captures instances where unauthorized transfers will trigger termination. | Franchise agreements |
Transfer Ineligibility Date | Captures whether the parties have agreed to modify the standard definition of "Transfer Ineligibility Date". | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Transfer of Data | Captures provisions relating to the transfer of data, generally and internationally. | General commercial agreements like license and service agreements, in addition to data protection addenda |
Transfer of Interest Amount | Captures the time at which the transfer of interest amount will be made to the transferor. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Transfer of Shares | Captures any provisions with respect to the transfer of a shareholder's shares. | Shareholders' agreements |
Transfer Timing | Captures any modifications to the standard provision regarding the time for transfers of collateral. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Transferability of Options | Captures provisions relating to the option holder's ability to transfer, assign, pledge or hypothecate the stock option. | Option agreements |
Treatment of Target Equity Awards | Captures provisions addressing the treatment of the target's equity awards pursuant to a plan of arrangement or merger. | Arrangement agreements and merger agreements |
Trustee Compensation and Indemnity—Bond Indenture | Captures the circumstances under which the indenture trustee will be compensated, indemnified, and reimbursed by the issuer. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Trustee Conflict of Interests—Bond Indenture | Captures the provision related to the indenture trustee acquiring and eliminating a conflict of interest regarding the trustee's role and its role in any other capacity. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Trustee May Enforce Claims Without Possession of Securities—Bond Indenture | Captures instances where all rights of action and claims under the corporate debt securities or the indenture may be enforced by the trustee, even if it does not possess any of the corporate debt securities or does not produce any of them in the proceeding. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Trustee May File Proofs of Claim—Bond Indenture | Captures instances where the trustee may file proofs of claim or other documents as may be necessary or advisable to have the claims of the trustee and of the holders of the corporate debt securities allowed in any judicial proceeding. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Trustee May Hold Securities, Notes, and Senior Indebtedness—Bond Indenture | Captures the ability of the indenture trustee to become the owner of securities or notes, hold senior indebtedness, and otherwise deal with the issuer or any affiliate with the same rights, as if it was not the indenture trustee. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Trustee's Disclaimer—Bond Indenture | Captures the disclaimers of the indenture trustee regarding certain items contained in and related to the indenture. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Trustee's Notice of Defaults—Bond Indenture | Captures the notice obligations of the indenture trustee in the event of a default. It also captures when the indenture trustee may withhold notice from holders of certain defaults. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Type of UCC Form | Captures the title of the Uniform Commercial Code financing statement. | Standard UCC-1 forms |
Umbrella/Excess Liability Insurance | Captures a party's obligation to obtain umbrella or excess liability insurance, but does not include insurance-related indemnity obligations. | A variety of agreement types including service, intellectual property, supply, and distribution agreements |
Unanimous Lender Approval | Captures waivers, amendments and other actions requiring the consent of every lender (or every lender in a particular class). | Credit, facility and loan agreements |
Unauthorized Use or Disclosure, Breach or Security Incident | Captures the obligations of the parties in the event of any unauthorized use or disclosure of protected health information, breach of unsecured protected health information or security incident. It does not capture (i) the obligation to mitigate (which is captured under a separate smart field); (ii) liability for costs; (iii) contact information; or (iv) general obligations to comply with the Health Insurance Portability and Accountability Act (HIPAA) or other applicable laws. | Business associate agreements |
Unavailability of Screen Rate/Absence of Quotation—Bond Indenture | Captures the process for determining LIBOR when the initial determination of LIBOR is temporarily unavailable. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Unavailability of Screen Rate/Absence of Quotation—Credit Agreement | Captures the process for determining the applicable screen rate in the event such screen rate is temporarily unavailable. | Credit, facility and loan agreements, but not on intercreditor agreements |
Underletting—Circumstances/Conditions | Captures any circumstances where a landlord can reasonably refuse consent to underlet/sublet and any conditions to which consent can be subject. | Commercial and residential real estate leases governed by the laws of England and Wales |
Underletting—Permitted/Prohibited | Captures whether underletting/subletting is permitted or prohibited under a lease, but excludes a tenant's ability to grant a sub-tenant permission to underlet. | Commercial and residential real estate leases governed by the laws of England and Wales |
Undertaking for Costs—Bond Indenture | Captures provisions specifying that a court may, in its discretion, require the filing by any party litigant of an undertaking to pay the costs of the suit. This smart field also captures limitations as to this undertaking for costs. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Unilateral Tenant Termination Rights—Lease | Captures express rights of a tenant to unilaterally terminate a lease in full or with respect to a portion of the leased premises for convenience. This smart field does not capture tenant termination rights that are contingent on the occurrence of certain events (such as delay of possession, damage to building, or breach of exclusivity provisions). | Leases from the United States and Canada |
Unrestricted Subsidiaries | Captures the definition of "Unrestricted Subsidiaries" as well as the rules for designating "Unrestricted Subsidiaries". | Credit, facility and loan agreements |
Unrestricted Subsidiaries—Commitment Letter | Captures the right of a borrower to designate unrestricted subsidiaries. | Commitment letters |
"Unrestricted Subsidiary" Definition—Bond Indenture | Captures the definition of "Unrestricted Subsidiary" and similar terms. | High-yield corporate debt security indentures governed by the laws of the United States and Canada |
Updated Disclosure Schedules | Captures provisions that either allow or require the seller to update the disclosure schedules prior to closing. | Share purchase agreements, asset purchase agreements and merger agreements |
Upfront/Arrangement Fees | Captures fees payable to the lead arranger. | Credit, facility and loan agreements |
Upfront/Initial Payments | Captures payments that are due on execution of an agreement or within a certain number of days after execution, including deposits. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
Use Limited to Purpose | Captures the requirement that confidential information only be used in connection with the purpose for which it was shared. | Non-disclosure agreements |
Use of Equipment—Equipment Lease | Captures provisions addressing lessee's right to use the leased property. | Primarily on United States equipment and other non-real estate leases (including some aircraft leases) |
Use of Posted Collateral | Captures whether the standard provisions allowing rehypothecation apply, as well as any additional eligibility requirements. | The Credit Support Annexes for International Swaps and Derivatives Association agreements, and applies only to those governed by New York law |
Use of Premises | Captures a tenant's permitted uses of the leased premises. | United States and Canadian commercial leases |
Use of Proceeds/Purpose | Captures the permitted uses of funds from credit facilities. | Commitment letters |
Utilities | Captures obligations of a party to install, provide, or pay for water, gas, sewer, and electricity at a leased property. | United States and Canadian commercial leases |
Utilities (Obligation to Pay) | Captures a tenant's obligation to pay for utilities, including water, gas, sewage and electricity. | Commercial and residential real estate leases governed by the laws of England and Wales |
Valuation Agent | Captures the identity of the valuation agent and the circumstances under which that valuation agent can be replaced. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Valuation Date | Captures the frequency at which exposure and collateral are revalued by the valuation agent. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Valuation Date Location | Captures the location(s) designated by each party for determining the Valuation Date. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Valuation Percentage | Captures the definition of "Valuation Percentage" with respect to an item of Eligible Credit Support, but it does not capture the specific percentages for each such item as set out under the "Eligible Credit Support" section. | 2016 Credit Support Annexes for International Swaps and Derivatives Association agreements only |
Valuation Time | Captures the time at which a valuation is to be made on the valuation date. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Value—Dispute and Resolution | Captures how "value" will be calculated in the context of dispute resolution. | The Credit Support Annexes for International Swaps and Derivatives Association agreements |
Value-Added Tax | Captures provisions with respect to any value-added taxes payable by the parties in connection with the agreement. | U.K. facility agreements |
Value-Added Tax (Broad) | Captures the value-added tax provisions in an agreement, including related definitions. | A variety of agreement types including service, intellectual property, supply and distribution agreements |
VAT (Obligation to Pay) | Captures the obligation to pay VAT on amounts payable under a lease, including VAT rents. This smart field also captures statements of whether amounts payable are exclusive of VAT. | Commercial and residential real estate leases governed by the laws of England and Wales |
Venue | Captures the location in which litigation connected with an agreement must occur. | A variety of agreement types including service, supply, distribution, intellectual property, purchase and employment agreements |
Vesting Commencement Date | Captures the specific date from which the stock option shall begin to vest if specified in the agreement. | Option agreements |
Vesting Schedule | Captures the schedule according to which the stock option shall vest and become exercisable. However, it will not capture subsequent changes to the vesting schedule as a result of certain events (e.g. acceleration on change of control). This smart field may not capture vesting schedules presented in table format. | Option agreements |
Veto/Approval Rights | Captures the rights of shareholders to veto or approve of certain actions of the company. | Shareholders' agreements |
Voluntary Prepayments—Credit Agreement | Captures any rights of the borrower to prepay the loan, including any notice and minimum amount requirements. | Credit, facility and loan agreements |
Voting at Directors Meetings | Captures the general rule on the number of votes required to pass resolutions at directors meetings, but does not capture rules concerning sole directors. | Articles and bylaws from the United States, Canada, and England and Wales |
Voting/Waivers and Amendments | Captures the waiver and amendment provisions applicable to a credit facility. | Commitment letters |
Waiver | Captures the conditions under which a party is deemed to waive its rights under the agreement. | A variety of agreement types including service, supply, distribution, intellectual property, purchase and employment agreements |
Waiver of Jury Trial—ISDA | Captures whether the parties have waived their right to a jury trial. | International Swaps and Derivatives Association agreements |
Waiver of Past Defaults—Bond Indenture | Captures instances where the holders of a majority of aggregate principal amount of outstanding corporate debt securities may waive existing defaults. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Waiver of Stay, Extension and Usury Laws Covenant—Bond Indenture | Captures the covenant of the issuer to waive any stay, extension and usury laws that would affect compliance with the covenants or performance of the indenture. | Investment grade and high yield corporate debt security indentures governed by the laws of the United States and Canada |
Waiver of Termination Rights—Lease | Captures an acknowledgement by a landlord or tenant that it has waived its right to terminate the lease under any statute or rule of law. | Commercial leases |
Waiver re Application of 1111(b)—Intercreditor Agreement | Captures the agreement by junior secured creditors to waive any claim against one or more senior secured creditors arising out of the election by any such senior secured creditor of the application of Section 1111(b) of the U.S. Bankruptcy Code. It also captures the agreement by junior secured creditors to refrain from making any election under Section 1111(b). | United States intercreditor agreements |
Warranty | Captures a guarantee by a party to repair or replace if necessary within a specified period of time, but does not capture warranties in asset purchase agreements, share purchase agreements or merger agreements. This smart field does not capture disclaimers of warranties. | A variety of agreement types including service, supply, distribution and intellectual property agreements |
Waterfall—Credit Agreement | Captures the application and priority of the distribution of funds following an event of default. | Credit, facility and loan agreements, but not on intercreditor agreements |
"Willful Breach" Definition | Captures the definition of "Willful Breach". | Arrangement agreements and merger agreements |
Work Hours/Overtime | Captures an employee's work hours, any overtime work that may be required, and whether additional compensation will be provided. | Executive employment agreements |
Working Capital Adjustments | Captures all pre-closing and post-closing adjustments to the aggregate purchase price based on working capital. | Share purchase agreements, asset purchase agreements and merger agreements |
"Working Capital" Definition | Captures the definition of the working capital in connection with the transaction. It does not include working capital adjustments. | Share purchase agreements, asset purchase agreements and merger agreements |
Yield / Applicable Margin—Most Favored Nation—Incremental Facility | Captures the most favored nation provision for incremental facilities / increases in commitment with respect to yield / applicable margin. This smart field has not been trained to capture similar provisions regarding refinance / replacement facilities, incremental notes, or incremental equivalent debt. It is recommended that this smart field be used together with the other Incremental Facility smart fields. | Credit, facility, and loan agreements |
Yield Protection | Captures yield protection provisions. | Commitment letters |