| How Does Lexicon Work? | |
How Does Lexicon identify Defined Terms? Lexicon relies on the standard method of designating Defined Terms in legal documents: it searches for all phrases in double quotes. Generally, each phrase in double quotes is added to the Glossary (Lexicon's list of Defined Terms); however, phrases more than six words long are ignored. You can change the maximum phrase length as you see fit. You can also tell Lexicon to ignore quoted material that does not begin with a capitalized word. You can also customize the glossary extensively using the Edit Glossary dialog. Lexicon also optionally recognizes Defined Terms that are set forth at the beginning of a paragraph and followed by a colon, as long as all words in the phrase are init-capped (except connector words such as of, with, to, etc.). How Does Lexicon Recognize Usages? Once Lexicon has identified the Defined Terms, it looks for all occurrences of those terms in the document or Project. Every occurrence is treated as a Usage unless it appears inside quotation marks. Usages that are not capitalized exactly as the Defined Term is capitalized are marked as "Nonconforming Usages." Lexicon also recognizes plural and possessive forms of Defined Terms when identifying Usages. For example, if "Director" is a Defined Term, Lexicon will recognize Directors, Directors' and Director's. If the Defined Term is "Board of Directors", Lexicon will even recognize that Boards of Directors is a plural Usage. Lexicon does not recognize misspelled Usages; however, Lexicon will help you find those mistakes as well by adding them to the Undefined Terms list (if they have initial caps). An Undefined Term is a word or phrase with initial capital letters that does not match any Defined Term. Your document might have an Undefined Term if you delete a Defined Term but neglect to remove all references to it. You might also encounter an Undefined Term if someone cut and pasted a section from another document and inadvertently left a reference to an extraneous term in the copied text. You might also have an Undefined Term as a result of a typographical error. If you define "Mortgage Lender" but later make a reference to the Morgage Lender, Lexicon will display "Morgage Lender" as an Undefined Term. Undefined Terms can also be the result of straightforward drafting mistakes. For example, in the following text, Notes Tender Offer is used when it appears that Debt Tender Offer was intended. Notes Tender Offer is defined nowhere in the document, but Debt Tender Offer is a Defined Term. The Company shall waive any of the conditions to the Debt Tender Offer as may be reasonably requested by the Parents (other than the conditions that the Debt Tender Offer is conditioned on the Merger as provided in clause (i) above), so long as such waivers would not cause the Notes Tender Offer to violate the Exchange Act, the TIA, or any other applicable Law, and shall not, without the prior written consent of the Parents, waive any condition to the Debt Tender Offer or make any change, amendment or modification to the terms and conditions of the Debt Tender Offer (including any extension thereof) other than as agreed between the Parents and the Company or as required in the reasonable judgment of the Company to comply with applicable Law. The Problem with Undefined Terms Undefined Terms are the most difficult errors to pinpoint accurately. Why? Because it is very difficult to distinguish words and phrases that have initial capital letters but which are not intended to be Defined Terms; e.g., proper names, section headings, titles, the names of weekdays and months, and so forth. Lexicon applies a complex algorithm in deciding which phrases might be Undefined Terms, but false positives are inevitable. Therefore, the Undefined Term list should be considered only a list of terms to check, not a definitive list of mistakes.
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