Use-case Definition: Whereby an auditor undertakes a review of a corporate’s commercial share purchase transactions to verify the accuracy of financial statements and records. 

Extractor Name

Extract 4 Only?

Definition

Sample of Extracted Data Point  (* result normalised)

Sample of Context (for Analysing models)

Chaining Recommendation

Assignment

N/A

Finds provisions dealing with rights and formalities of assignment of the agreement. Works best on commercial and corporate agreements. Not recommended for use on Facility agreements or Leases.

This Agreement shall be governed by the internal laws, and not by the laws regarding conflicts of laws, of the State of California. Each Party hereby submits to the jurisdiction of the courts of the States of California and North Carolina, and waives any objection to venue with respect to actions brought in such courts.

N/A


Closing date / completion date - definition  (Share Purchase Agreements)

N/A

Finds the date or trigger event for when the shares will be transferred to the Purchaser and where closing will take place. Trained on Share Purchase Agreements.

The Closing will take place on October 22, 2015, or on such other date as the parties may mutually agree.

N/A

Position 2 in the Closing date chain

Closing date / completion date - definition - date only  (Share Purchase Agreements)

Extract 4 only

Finds the specific date relating to when the shares will be transferred to the purchaser and where closing will take place from within the definition of "closing date" or "completion date".

22/10/2015*

The Closing will take place on October 22, 2015, or on such other date as the parties may mutually agree.

Position 1 in the Closing date chain

Consideration / purchase price  (Share Purchase Agreements)

N/A

Finds either the total sum of the consideration given for the shares, or the payment mechanism. Trained on Share Purchase Agreements.

The Purchase Price is £40,000,000, payable in cash at Completion to such account as the Seller shall have specified in writing to the Buyer no fewer than two Business days prior to Completion.

N/A

Position 2 in the Purchase price chain

Consideration / purchase price - amount only  (Share Purchase Agreements)

Extract 4 only

Finds the specific value relating to the total sum of the consideration given for the shares from within the consideration or purchase price clause.

£40,000,000

The Purchase Price is £40,000,000, payable in cash at Completion to such account as the Seller shall have specified in writing to the Buyer no fewer than two Business days prior to Completion.

Position 1 n the Purchase price chain

Date of agreement  (Share Purchase Agreements)

N/A

Finds a Share Purchase Agreement’s execution date. Trained on Share Purchase Agreements.

THIS AGREEMENT is dated 1st January 2016

N/A

Position 2 in the Date chain

Date of agreement - date only  (Share Purchase Agreements)

Extract 4 only

Finds the specific date of a Share Purchase Agreements execution from within the clause or statement that defines the execution date of the agreement, likely found on the first page.

01/01/2016*

THIS AGREEMENT is dated 1st January 2016

Position 1 in the Date chain

Exclusions to material adverse effect  (Share Purchase Agreements)

N/A

Finds events or factors which could materially affect the value of the target Company or its shares but will not affect the value of the transaction/purchase price. Trained on Share Purchase Agreements.

except any adverse change, event, development, or effect to the extent arising from any of the following will not be deemed to constitute a Material Adverse Effect: (1) changes in national or international political or social conditions occurring after the date of this Agreement, including engagement by the government of any Applicable Jurisdiction in hostilities, whether or not under the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon any Applicable Jurisdiction, (2) changes in GAAP or (3) changes in Laws or Orders.

N/A


Governing law

N/A

Finds the whole clause pertaining to the governing law of the agreement.

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with English law.


Position 2 in the Governing law chain

Governing law - governing law only

Normalisation Extract 4 only

Finds the specific name of the governing law of the agreement.

United Kingdom | England and Wales*

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with English law.

Position 1 in the Governing law chain

Material adverse effect - definition  (Share Purchase Agreements)

N/A

Finds events or factors which would materially affect the value of the shares and correspondingly the Target Company being purchased. Trained on Share Purchase Agreements.

"Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the Business or Assets of the Corporation; or (b) the ability of Vendor to consummate the transactions contemplated hereby on a timely basis.

N/A


Subsidiary - definition  (Share Purchase Agreements)

N/A

Finds the definition of subsidiary or where in the agreement the subsidiary can be found. Trained on Share Purchase Agreements.

Subsidiary means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.

N/A