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abridged | contract_126 | Section 5.1. Conduct of Business by the Company Pending the Closing. except <omitted> as consented to in writing by Parent (with respect to clauses (i) <omitted> , (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xix), (xxii) and (xxiv) <omitted> of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company <omitted> (b) shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 53) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_133 | Without limiting the generality of the foregoing, except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), (x) as required by, in connection with, or specifically contemplated by this Agreement, (y) as set forth in Section 6.1 of the Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the direction of any member of the Purchaser Group (including in such Person’s capacity as a director, officer or employee of any of the Acquired Companies), during the Pre-Closing Period, none of the Acquired Companies will: (Page 48) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_133 | except <omitted> (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed) <omitted> none of the Acquired Companies will: (Page 48) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_134 | Except for matters set forth in Section 6.01 of the Company Disclosure Letter, as contemplated by this Agreement (including any actions taken by the Company or any of its Subsidiaries pursuant to Section 8.07(h)), as required by Applicable Law or Contract, due to factors excluded from the definition of Material Adverse Effect, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed to be given if, within five (5) Business Days after the Company has provided to Parent a written request for consent, Parent has not rejected such request in writing), from and after the date hereof until the earlier of the Effective Time or the date this Agreement is terminated, as applicable, (I) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures) and use its reasonable best efforts to (x) preserve intact its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain existing relationships with its material suppliers and others having material business relationships with it, and, without limiting the generality of the foregoing, (II) the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 27) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_134 | Except for <omitted> with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, <omitted> ), <omitted> without limiting the generality of the foregoing, (II) the Company shall not, <omitted> : (Page 27) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_138 | The Company agrees that: Section 6.01. Conduct of the Company. Except (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (w) as expressly required or contemplated by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, (y) as required by Applicable Law or (z) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID- 19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in the ordinary course of business, from the date hereof until the Effective Time (provided, that the Company shall give Parent written notice of any such action that is material to the Company’s or its Subsidiaries’ business within 24 hours thereof), the Company <omitted> (b) shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_141 | Section 5.1 Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the Effective Time <omitted> except <omitted>
(iii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Parent shall be deemed to have consented in writing if it provides no response within five(5) business days after a request by the Company for such consent <omitted>
(b) Subject to the exceptions contained in any of the clauses (i), (iii), (iv) and (v) of Section 5.1(a) (including as may be set forth in Section 5.1 of the Company Disclosure Schedule), the Company agrees with Parent, on behalf of itself and its Subsidiaries, that between the date hereof and the Termination Date, the Company:
(i) shall not, and shall not permit any of its Subsidiaries that is not wholly owned to (Page 39) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_141 | Section 5.1 Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the Effective Time <omitted> except <omitted>
(iii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned) <omitted>
(b) Subject to the exceptions contained in <omitted> (iii) <omitted> of Section 5.1(a) <omitted> the Company agrees with Parent, on behalf of itself and its Subsidiaries, that between the date hereof and the Termination Date, the Company:
(i) shall not, and shall not permit any of its Subsidiaries that is not wholly owned to (Page 39) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_148 | (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (w) as expressly contemplated or permitted by this Agreement, (x) as set forth in Section 4.1 of the Company Disclosure Letter, (y) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries or (z) with Parent’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that with respect to any action which is a subject matter of a subclause of this Section 4.1(b), if such action is permitted by the express terms of such subclause of this Section 4.1(b), such action or inaction shall be deemed permitted pursuant to Section 4.1(a)): (Page 53) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_148 | From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement <omitted> and except <omitted> with Parent’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following <omitted> : (Page 53) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_145 | Section 4.1 Covenants of East.
<omitted>
(b) Except as (x) contemplated by this Agreement, the East Budget or as set forth on Section 4.1(b) of the East Disclosure Letter or (y) required by Law, during the Pre-Closing Period, East shall not and shall not permit any of the East Subsidiaries, without the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned, and which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of Central) to: (Page 62) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_145 | Except <omitted> East shall not and shall not permit any of the East Subsidiaries, without the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned, <omitted>) to (Page 62) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_150 | 4.1 Interim Operations. ( a ) <omitted> Without limiting the foregoing, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to), in each case by merger, consolidation, division, operation of law, or otherwise: (Page 51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_150 | 4.1 Interim Operations. <omitted> during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not (Page 51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
main | contract_145 | Section 4.1 Covenants of East.
<omitted>
(b) Except as (x) contemplated by this Agreement, the East Budget or as set forth on Section 4.1(b) of the East Disclosure Letter or (y) required by Law, during the Pre-Closing Period, East shall not and shall not permit any of the East Subsidiaries, without the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned, and which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of Central) to: (Page 62) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_64 | Without limiting the generality of the foregoing, except as expressly provided or permitted herein, as set forth in Section 4.1 of the Company Disclosure Letter or as required by applicable Law, during the Pre-Closing Period the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed): (Page 17) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_66 | In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement until the First Effective Time, except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not and shall not permit its Subsidiaries to: (Page 41) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_62 | (b) Except (v) as expressly required by this Agreement, (w) as required by applicable Law, (x) as set forth in Section 5.2(b) of the Company Disclosure Letter, or (y) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (Page 40) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_102 | 6.2. OCSI Forbearances. During the period from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as expressly permitted by this Agreement or as set forth in the OCSI Disclosure Schedule, and acting in a manner consistent with Section 6.1(a), OCSI shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of OCSL (which prior written consent shall not be unreasonably delayed, conditioned or withheld): (Page 42) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_126 | Section 5.1. Conduct of Business by the Company Pending the Closing. <omitted> consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xix), (xxii) and (xxiv) (or (xxix) with respect to any of the foregoing) of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business and use reasonable best efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (ii) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (iii) preserve its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a)); and (b) shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 53) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_23 | (b) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each of its Subsidiaries not to: (Page 74) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_118 | Without limiting the generality of the foregoing, during the Interim Period, the Company will not and the Company shall cause each Company Subsidiary not to (except as (v) expressly permitted or expressly contemplated by this Agreement or as expressly contemplated by the transactions contemplated hereby, (w) as required by Law, (x) as set forth in Section 5.1 of the Company Disclosure Letter, (y) to the extent requested by Parent pursuant to Section 5.12 or otherwise or (z) to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned): (Page 25) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_30 | 5.01 Forbearances of CBTC. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement or Previously Disclosed, without the prior written consent of United (which consent shall not be unreasonably withheld, delayed or conditioned), CBTC will not, and will cause each of its Subsidiaries not to: (Page 17) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_82 | (b) Except (w) as expressly contemplated, required or expressly permitted by this Agreement, (x) as required by applicable Law, (y) as set forth in Section 5.2(b) of the Company Disclosure Letter or (z) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (Page 31) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_59 | (b) Between the date of this Agreement and the Closing Date, except (w) as contemplated or permitted by this Agreement, (x) as disclosed in Section 5.1 of the Company Disclosure Letter, (y) as required by applicable Law (including COVID-19 Measures and similar Laws), or (z) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall: (Pages 38-39) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_12 | Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, except (i) as otherwise expressly required (A) by this Agreement, (B) by any Governmental Entity, (C) to comply with (1) applicable Law, or (2) the terms of any Material Contract binding on the Company or any of its Subsidiaries in effect prior to the date of this Agreement, (ii) as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or (iii) set forth in the corresponding subsection of Section 6.01(a) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to: (Page 67) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_122 | Without limiting the foregoing, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly permitted or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to), in each case by merger, consolidation, division, operation of law, or otherwise: (Page 46) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_9 | (b) From and after the date of the Original Agreement and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 20) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_96 | Without limiting the generality of Section 5.1(a), except for matters set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly required or permitted by this Agreement or required by Law, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, the Company shall not, and shall not permit any other Acquired Company to, do any of the following without the prior written consent of Parent (which, solely in the case of clauses (vi), (viii), (xii), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxiii), (xxvi), (xxvii), and, in respect of the foregoing, (xxix), consent shall not be unreasonably withheld, conditioned or delayed): (Page 40) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_18 | 5 . 2 Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the BancorpSouth Disclosure Schedule or the Cadence Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), neither BancorpSouth nor Cadence shall, and neither BancorpSouth nor Cadence shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (Page 61) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_141 | Section 5.1 Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the Effective Time <omitted> except <omitted>
(iii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Parent shall be deemed to have consented in writing if it provides no response within five(5) business days after a request by the Company for such consent <omitted>
(b) Subject to the exceptions contained in any of the clauses (i), (iii), (iv) and (v) of Section 5.1(a) (including as may be set forth in Section 5.1 of the Company Disclosure Schedule), the Company agrees with Parent, on behalf of itself and its Subsidiaries, that between the date hereof and the Termination Date, the Company:
(i) shall not, and shall not permit any of its Subsidiaries that is not wholly owned to (Page 39) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_25 | SECTION 5.01. Conduct of Business. <omitted> In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter, required by applicable Law or otherwise expressly permitted or expressly contemplated by this Agreement or with the prior written <omitted> consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (Pages 32-33) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_76 | Section 5.1 Conduct of Business by the Company. <omitted>
(b) From and after the date of this Agreement and prior to the earlier of the First Effective Time and the Termination Date (other than with respect to the covenants set forth in Sections 5.1(b)(i), (ii), (iii), (iv), (v), (vi), (vii), (x), (xiii), (xv), (xvi), (xvii), (xviii) and (xxi), each of which shall apply from and after the date of this Agreement and prior to the earlier of the Control Date and the Termination Date), except (w) as may be required by applicable Law, (x) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly contemplated, required or expressly permitted by this Agreement or (z) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company: (Page 53) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_15 | 6.2. Negative Covenants of Bryn Mawr.
From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.2 of Bryn Mawr’s Disclosure Memorandum, Bryn Mawr covenants and agrees that it shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (Page 46) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_84 | Section 7.1 Conduct of Business by the Company Parties. <omitted> (b) Without limiting the foregoing, each of the Company Parties covenants and agrees that, during the Interim Period, except (i) to the extent required by Law, (ii) as may be consented to in writing by Parent (which consent shall not in any case be unreasonably withheld, delayed or conditioned (A) with respect to clauses (b)(i)(B), (b)(ix), (b)(xi), (b)(xix)(A), (b)(xxiv), (b)(xxv) (B) or (b)(xxvii) (solely with respect to any of the foregoing clauses) or (B) with respect to any actions taken by MGP BREIT JV and its Subsidiaries other than with respect to clauses (b)(xv), (b)(xvi) or (b)(xxvii) (solely with respect to any of the foregoing clauses), in which case Parent’s consent may be withheld in its sole discretion, (iii) for actions taken
88
pursuant to this Agreement, and (iv) as set forth in Section 7.1 of the Company Disclosure Letter, the Company Parties shall not, and shall not cause or permit any Company Subsidiary to, do any of the following: (Pages 94-95) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_88 | Section 5.1 Conduct of Company Business Prior to the Effective Time.
<omitted>
(b) Without limiting the generality of Section 5.1(a), except (x) as required hereby or by applicable Law, (y) as disclosed in Section 5.1(b) of the Company Disclosure Schedule or (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 19) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_97 | Without limiting the generality of the foregoing, except (x) as otherwise contemplated by this Agreement, (y) set forth in Section 6.01 of the Company Disclosure Schedule or (z) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 50) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_63 | Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, except (i) as otherwise expressly required (A) by this Agreement, (B) by any Governmental Entity, (C) to comply with (1) applicable Law, or (2) the terms of any Material Contract binding on the Company or any of its Subsidiaries in effect prior to the date of this Agreement, (ii) as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or (iii) set forth in the corresponding subsection of Section 6.01(a) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to: (Page 30) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_109 | 5.2 Company Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), the -42-
Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed): (Pages 50-51) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_101 | (b) From and after the date hereof and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 41) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_125 | Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly required by this Agreement or set forth in Section 6.1 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to: (Page 43) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_44 | 6.2. Negative Covenants. 6.2.1. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Bridge Bancorp Disclosure Schedule or the DCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by law, neither Bridge Bancorp nor DCB shall, and neither Bridge Bancorp nor DCB shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (Page 63) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_45 | Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 60) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_130 | Section 5.01 Conduct of Business of the Company. (a) <omitted> Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in Section 5.01(a) of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed): (Page 37) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_137 | Section 6.1 Conduct of Business by TRMT Pending the Closing. (a) TRMT agrees that between the date of this Agreement and the Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (i) as expressly contemplated or permitted by this Agreement, including Section 7.3, (ii) as may be required by Law, or (iii) as consented to in writing by RMRM (which consent shall not be unreasonably withheld, delayed or conditioned), TRMT (A) shall, and shall cause each of the TRMT Subsidiaries to, conduct its business in all material respects in the Ordinary Course of Business, and (B) agrees that during the Interim Period TRMT shall not, and shall not permit any TRMT Subsidiary to: (Page 24) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_111 | 5.2 Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company Parties will not, and will not permit any of its Subsidiaries, to: (Page 64) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_106 | Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to: (Page 48) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_43 | 5.2 Operation of the Acquired Corporations’ Business. During the Pre-Closing Period, except (x) as expressly required by this Agreement or as required by applicable Legal Requirements, (y) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed except in the case of clause (b)(i), (b)(iii), (b)(iv), (b)(vi), (b)(viii), (b)(ix), (b)(xi), (b)(xiv) or, with respect to the foregoing clauses, clause (b)(xvii)), or (z) as set forth in Section 5.2 of the Company Disclosure Schedule: <omitted> (b) the Acquired Corporations shall not: (Page 39) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_134 | Except for matters set forth in Section 6.01 of the Company Disclosure Letter, as contemplated by this Agreement (including any actions taken by the Company or any of its Subsidiaries pursuant to Section 8.07(h)), as required by Applicable Law or Contract, due to factors excluded from the definition of Material Adverse Effect, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed to be given if, within five (5) Business Days after the Company has provided to Parent a written request for consent, Parent has not rejected such request in writing), from and after the date hereof until the earlier of the Effective Time or the date this Agreement is terminated, as applicable, (I) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures) and use its reasonable best efforts to (x) preserve intact its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain existing relationships with its material suppliers and others having material business relationships with it, and, without limiting the generality of the foregoing, (II) the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 27) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_151 | 5.2 Forbearance Covenants. Except (A) as set forth in the correspondingly numbered subsection of Section 5.2 of the Company Disclosure Letter; (B) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (C) as required by applicable Law; or (D) as expressly contemplated by the terms of this Agreement, during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries to not: (Page 64) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_11 | 5.2 Company Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, except as Previously Disclosed, as expressly contemplated or permitted by this Agreement, or as required by applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which shall not be unreasonably withheld): (Page 54) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_143 | Section 6.1 Conduct of Company Business Pending the Merger. <omitted> (b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement or the Exchange Agreement, (iii) as may be required by applicable Law, or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to (in each case whether directly or indirectly or by merger, consolidation, division, operation of law or otherwise): (Page 55) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_70 | Section 6.01 Conduct of Business of the Company. <omitted> Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law or except as set forth on Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed): (Page 50) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_52 | Except (A) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> (C) as may be required by Law, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, (x) the Company <omitted> (y) shall not, and shall not permit any other Acquired Company to, do any of the following: (Page 52) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_142 | Except (x) as expressly required under or contemplated by the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.3 of the Company Disclosure Letter or (z) as approved in advance by Parent in writing, which consent, with respect to Section 5.3(x), shall not be unreasonably withheld, delayed or conditioned, at all times during the Pre-Closing Period, the Company shall not (and shall cause its Subsidiaries to not) do any of the following: (Page 49) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_48 | Without limiting, and in furtherance of, the foregoing, from the execution of this Agreement until the Effective Time, except (1) as otherwise expressly required, contemplated or permitted by this Agreement, (2) as set forth in Section 7.1(a) of the Company Disclosure Letter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company will not (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)): (Page 38) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_147 | Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.1 of the Company Disclosure Schedule, as expressly permitted by any other provision of this Agreement or as required by Law, the Company shall not, and shall cause each Company Subsidiary not to, between the date of this Agreement and the earlier of the Effective Time and valid termination of this Agreement in accordance with Section 8.1, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned): (Page 35) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_81 | Section 4.1 Covenants of Lambda. <omitted> (b) Except as (x) contemplated by this Agreement or as set forth on Section 4.1(b) of the Lambda Disclosure Letter or (y) required by Law, during the Pre-Closing Period, Lambda shall not and shall not permit any of the Lambda Subsidiaries, without the prior written consent of Pi (which consent shall not be unreasonably delayed, withheld or conditioned, and which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of Pi) to: (Page 61) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_115 | Section 6.01 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, except for any COVID-19 Measures, as expressly permitted or required by this Agreement, as required by applicable Law or Order, as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as set forth in Section 6.01 of the Company Disclosure Letter, (x) the Company shall and shall cause each of its Subsidiaries to conduct their respective businesses and operations in the ordinary course of business in all material respects and (y) the Company shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission by the Company or any of its Subsidiaries with respect to the matters specifically addressed by any provision of this clause (y) shall be deemed to be a breach of clause (x)): (Page 43) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_73 | 4.2 Operation of the Company’s Business and Marvell’s Business. <omitted> (b) During the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements, (x) with the prior written consent of Marvell, (y) as expressly required by this Agreement or (z) as set forth in Part 4.2(b) of the Company Disclosure Schedule, the Company shall not, and the Company shall ensure that the other Inphi Entities do not:
<omitted>
Notwithstanding the foregoing, Marvell will not unreasonably withhold, delay or condition its consent to the taking of: (1) any action prohibited by clause “(v)(A),” “(vi),” “(vii),” “(x),” “(xi),” “(xiv),” “(xv)(A),” “(xv)(C),” “(xvi),” “(xvii)(B),” “(xxi)” or “(xxiii)” above; or (2) any action prohibited by clause “(xxiv)” above (to the extent relating to clause “(v)(A),” “(vi),” “(vii),” “(x),” “(xi),” “(xiv),” “(xv)(A),” “(xv)(C),” “(xvi),” “(xvii)(B),” “(xxi)” or “(xxiii)” above). (Page 53) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_8 | Except (w) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (x) as permitted or required by this Agreement, (y) as may be required by applicable Law, or (z) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit any of its Subsidiaries to: (Page 21) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_148 | (b) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (w) as expressly contemplated or permitted by this Agreement, (x) as set forth in Section 4.1 of the Company Disclosure Letter, (y) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries or (z) with Parent’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following (it being understood that with respect to any action which is a subject matter of a subclause of this Section 4.1(b), if such action is permitted by the express terms of such subclause of this Section 4.1(b), such action or inaction shall be deemed permitted pursuant to Section 4.1(a)): (Page 53) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_83 | Section 6.01. Conduct of the Company. Except (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (w) as expressly required or contemplated by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, or (y) as required by Applicable Law, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, except in connection with any action taken, or omitted to be taken, in order to comply with any COVID-19 Measures or such action which is otherwise taken, or omitted to be taken, as a necessary response to COVID-19, as determined by the Company in its reasonable discretion (provided that in the case of this clause (a), no action with respect to the matters addressed by any subclause of the following clause (b) shall constitute a breach of clause (a) unless any such action would constitute a breach of such subclause of the following clause (b)) and (b) shall not, and shall not permit any of its Subsidiaries to: (Page 22) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_24 | (b) Except (i)as set forth on the corresponding subsection of Schedule 6.1(b)of the Golden Disclosure Letter, (ii)as expressly permitted or required by this Agreement or the Golden Budget, (iii)as may be required by applicable Law, or (iv)otherwise consented to by Labrador in writing (which consent shall not be unreasonably withheld, conditioned or delayed), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, Golden shall not, and shall not permit its Subsidiaries to: (Page 29) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_20 | Section 7.1 Conduct of Company Business Pending the Merger <omitted> (b) Except (w) as set forth on Schedule 7.1(b) of the Company Disclosure Letter, (x) as permitted or required by this Agreement, (y) as may be required by applicable Law or (z) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clauses (iii), (v), (vi), (vii), (viii), (x), (xi) and (xii)), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 51) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_140 | (b) VEREIT agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, except (1) as expressly contemplated or permitted by this Agreement, (2) to the extent required to effect the Separation or the OfficeCo Distribution in accordance with the terms set forth on Exhibit A, (3) as set forth in Section 4.1(b) of the VEREIT Disclosure Letter, (4) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to VEREIT or any of its Subsidiaries, or (5) with Realty Income’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), such entities shall not: (Page 23) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_72 | (a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 8.01, except as (w) set forth on Section 6.01(a) of the Company Disclosure Letter (x) as required by Applicable Law, (y) expressly required by this Agreement or (z) otherwise with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (i) conduct its operations, in all material respects, in the ordinary course of business, and (ii) use its commercially reasonable efforts to preserve the goodwill and current relationships of the Acquired Companies with employees, customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations; provided, however, that no action by the Acquired Companies with respect to matters specifically addressed by any provision of the following sentence shall be deemed a breach of the covenants contained in this sentence unless such action would constitute a breach of such specific provision in the following sentence; provided, further, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except (A) as set forth on Section 6.01(a) of the Company Disclosure Letter, (B) as required by Applicable Law, (C) expressly required in this Agreement, or (D) otherwise with the prior written consent of Parent (such shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, and shall use reasonable efforts to cause each Affiliated Practice not to (as applicable), from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 8.01: (Page 55) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_61 | 5.1 Covenants of the Company. <omitted> (b) Without limiting the generality of Section 5.1(a), except as otherwise expressly contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(b) of the Company Disclosure Schedule, or with Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following: (Page 40) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_46 | Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed (other than with respect to Section 6.01(c) or Section 6.01(d))), the Company shall not, and shall cause each of its Subsidiaries not to: (Page 82) | No | 0 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_119 | Without limiting the generality of, and in furtherance of, the foregoing, except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as expressly contemplated by this Agreement, (y) as set forth in Section 6.01 of the Company Disclosure Schedule or (z) as required by Applicable Law or any COVID-19 Measures, the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 43) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_56 | 5.2 Flagstar Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Flagstar Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as may be required by law or regulation (including the Pandemic Measures), Flagstar shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of NYCB (such consent not to be unreasonably withheld, conditioned or delayed): (Page 52) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_138 | The Company agrees that: Section 6.01. Conduct of the Company. Except (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (w) as expressly required or contemplated by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, (y) as required by Applicable Law or (z) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID- 19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in the ordinary course of business, from the date hereof until the Effective Time (provided, that the Company shall give Parent written notice of any such action that is material to the Company’s or its Subsidiaries’ business within 24 hours thereof), the Company <omitted> (b) shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_49 | Except (w) with respect to the Specified Exceptions (other than as applied to Section 5.1(a), Section 5.1(b), or Section 5.1(k)), (x) 25
as otherwise expressly contemplated or permitted by this Agreement, (y) as set forth in Section 5.1 of the Company Disclosure Schedule, or (z) with the Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following: (Pages 29-30) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_146 | SECTION 5.01 Conduct of Business. <omitted> (b) Without limiting the generality of Section 5.01(a), except (i) as set forth in Section 5.01(b) of the Company Disclosure Schedule, (ii) as required or expressly contemplated by this Agreement, (iii) as mandated by a Governmental Entity or required by applicable Law, (iv) for any actions that the Company reasonably determines are necessary to comply with COVID-19 Measures or to respond to COVID-19 in a manner consistent with past practice; provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of this Agreement, the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto, or (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed and in the event Parent does not provide a decision within five (5) Business Days after such consent is requested by the Company in the manner set forth in Section 9.02, Parent shall be deemed to have consented to such request, provided that in the event Parent reasonably requests additional information in connection with such request, the five (5) Business Period day described above shall be tolled until the date such additional information is provided to Parent, whereupon Parent shall have three (3) Business Days to provide a decision), from the date of this Agreement until the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (Page 38) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_132 | 7.1 Conduct of the Company. <omitted> Without limiting the generality of and in furtherance of the foregoing sentence, from the execution and delivery of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with Article IX, except as otherwise specifically contemplated by this Agreement, required by a Governmental Entity, applicable Law or a Company Material Contract, pursuant to any COVID-19 Measures, approved in writing by Parent (such consent (x) not to be unreasonably conditioned, withheld or delayed and (y) to be provided as set forth in Section 7.2)), previously approved in writing by Parent pursuant to the Original Merger Agreement or set forth in Section 7.1(a) of the Company Disclosure Letter, the Company shall not and shall not permit any of its Subsidiaries, to: (Page 61) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_131 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the TCF Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), TCF shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Huntington (such consent not to be unreasonably withheld, conditioned or delayed): (Page 54) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_94 | Section 4.1 Interim Operations. <omitted> During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (in the case of subsections (iv), (vi), (viii), (ix), (x), (xii), (xiii), (xvii), (xxviii), and (xxix)(B) of this Section 4.01(a), such consent not to be unreasonably withheld, conditioned or delayed), (2) as set forth in Section 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements (including COVID-19 Measures) or (4) as expressly or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to), in each case by merger, consolidation, division, operation of law, or otherwise: (Page 62) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_117 | (b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to: (Page 51) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_32 | (b) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as prohibited or required by applicable Legal Requirements, (x) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned and provided that no consent shall be required if the Company reasonably believes after consulting with outside legal counsel that seeking such consent would violate Antitrust Law), (y) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Acquired Corporations shall not: (Page 41) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_1 | Section 6.1.Covenants of the Company <omitted> (b) Without limiting the generality of Section 6.1(a), during the Pre-Closing Period and except (w) as set forth in the Company Disclosure Letter, (x) as required by applicable Law, (y) as expressly permitted by this Agreement, (z) any COVID-19 Measure, the Company shall not and shall not permit any of its Subsidiaries, without the prior written consent of Parent (which consent shall be requested by the Company in accordance with Section 6.1(c) and will not be unreasonably delayed, withheld or conditioned by Parent): (Page 21) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_104 | (b) In addition, without limiting the generality of the foregoing, except for matters set forth in Section 5.01(b) of the Company Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law (including any COVID-19 Response), from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to do, any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned): (Page 48) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_85 | except for matters set forth in the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following: (Page 42) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_37 | Section 5.1Conduct of Business by the Company Pending the Closing. <omitted> (b) Except (i) as set forth in Section 5.1 of the Company Disclosure Letter, (ii) as expressly contemplated by or required pursuant to this Agreement, (iii) as required by applicable Law or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly: <omitted> Section 6.8 COVID-19. Notwithstanding anything to the contrary contained in Section 5.1, nothing in Section 5.1 shall prevent the Company or any of their respective Subsidiaries from taking or failing to take any commercially reasonable action, including the establishment of any policy, procedure or protocol, reasonably and in good faith in response to COVID-19 or any COVID-19 Measures, and no such commercially reasonable action or omission shall be deemed to violate or breach Section 5.1. (Page 23) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_17 | 5.2 Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the BancShares Disclosure Schedule or the CIT Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), neither BancShares nor CIT shall, and neither BancShares nor CIT shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (Page 53) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_91 | 5.2 Forbearance Covenants. Except (A) as set forth in Section 5.1 or 5.2 of the Company Disclosure Letter; (B) for any actions taken reasonably and in good faith to respond to any COVID-19 Measures (it being understood that prior to taking any material actions in reliance on this clause (B), the Company will use its reasonable best efforts to provide reasonable advance notice to, and consult, with Parent (if reasonably practicable and legally permissible) prior to taking such actions); (C) as required by applicable Law; (D) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (E) as expressly contemplated by the terms of this Agreement, during the Pre-Closing Period, the Company will not, and will not permit any of its Subsidiaries, to: (Page 62) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_116 | Section 6.1 Conduct of Business by the Company. During such period, and except (i) as expressly permitted or required by this Agreement, (ii) as may be required by applicable Law or pursuant to the terms of any Company Benefit Plan as in effect on the date hereof, (iii) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures, (iv) as set forth in Section6.1 of the Company Disclosure Letter or (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed): <omitted> (b) Without limiting the foregoing, and subject to clauses (i) through (v) above, the Company will not and will cause each Company Subsidiary not to: (Page 50) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_67 | provided, however, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, or otherwise with the prior written consent of Parent (such shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01: (Page 25) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_53 | Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, except as otherwise contemplated by this Agreement, as disclosed in Section 5.1 of the Company Disclosure Letter, as required by applicable Laws, as required by or in response to any COVID-19 Measures (so long as the Company keeps Parent reasonably informed of, and to the extent reasonably practicable, consults with Parent prior to the taking of any material action with respect to such COVID- 19 Measures) or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall use its commercially reasonable efforts to conduct the business of the Company and its subsidiaries in the ordinary and usual course of -34-
business and to preserve substantially intact its business organization and material business relationships with Governmental Entities, customers, suppliers, creditors, and lessors, and without limiting the foregoing, the Company shall not and shall cause each of its subsidiaries not to: (Pages 43-44) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_149 | Section 5.1 Conduct of Business by the Company Pending the Merger. <omitted> except <omitted> (B) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted> the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly: (Page 24) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_128 | 5 . 2 Forbearance Covenants of the Company. Except (I) as set forth in Section 5.2 of the Company Disclosure Letter; (II) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed (provided, that Parent shall be deemed to have approved in writing if it provides no written response within five (5) Business Days after a written request by the Company for such approval)); (III) to the extent necessary to comply with the express obligations set forth in any Material Contract in effect on the Agreement Date (provided that this clause (III) shall not circumvent or supersede the express restrictions set forth in clauses (a) through (v) below); (IV) as required by applicable Law or required or, in the Company’s reasonable, good faith discretion, advisable in connection with any COVID-19 Measures; or (V) as expressly contemplated by the terms of this Agreement, at all times during the Interim Period, the Company will not directly or indirectly, including through any Subsidiary: (Page 59) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_3 | SECTION 6.01 Conduct of Business by the Company Pending the Merger. <omitted> Without limiting the generality of the foregoing, except (x) as set forth in Section 6.01 of the Company Disclosure Schedule, (y) expressly required by this Agreement, required by Law or consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (z) for actions taken reasonably and in good faith in response to an imminent threat to human health or safety arising from COVID-19 (provided that prior to taking any actions that the Company intends to take in reliance on this clause (z), the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) prior to taking such actions), during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to: (Page 24) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_50 | Except as <omitted> consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> none of the Company or Hospitality shall, and the Company and Hospitality shall cause the Paired Entities Subsidiaries not to (except to the extent any of clauses (A), (C), (D) or (E) of this paragraph apply thereto), do any of the following: (Page 46) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_27 | (b) The Company agrees with Parent, on behalf of itself and its Subsidiaries, that, from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries or Company Benefit Plan, (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement, (iv) in connection with a Company COVID Action or (v) as set forth in Section 5.1 of the Company Disclosure Letter, the Company: (Page 55) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_89 | SECTION 5.01. Conduct of Business Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (v) for actions reasonably taken in connection with the De-Banking (so long as done in accordance with Section 6.18) or as otherwise expressly contemplated by this Agreement, (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as required by applicable Law, (y) as required or prohibited by any Public Health Event Measure or as may be reasonably taken in good faith in response to a new or worsening Public Health Event or (z) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed): <omitted> (b) the Company shall not, and shall not permit any of its Subsidiaries to: (Page 31) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_69 | 7.1. Interim Operations <omitted> (b) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, other than pursuant to any Interim Covenant Exception, except that Parent may withhold, delay or condition its consent to actions contemplated by Section 7.1(b)(vii) or Section 7.1(b)(viii) (in each case to the extent relating to actions of the Company only and not of the Company’s Subsidiaries) in Parent’s sole discretion, the Company shall not, and shall cause its Subsidiaries not to: (Page 60) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_110 | Section 6.1 Conduct of Business by the Company. <omitted> (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary not to: (Page 58) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_19 | except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as required or specifically permitted pursuant to this Agreement, (c) as required by Law, (d) for any actions taken or omitted to be taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures (“COVID-19 Response”); provided that (x) if such COVID-19 Response would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1 and could reasonably be expected to have an adverse financial impact on the Company or any Company Subsidiary (including the Canyon Newco Entities) of at least $5,000,000 or could reasonably be expected to otherwise materially and adversely impact the Company and the Company Subsidiaries (including the Canyon Newco Entities), taken as a whole, the Company shall, prior to making any such action, (A) provide prior written notice to Parent describing the material facts regarding the situation and the proposed course of action and (B) reasonably consult with Parent and consider in good faith Parent’s suggestions and/or feedback, and (y) in the case of any other COVID-19 Response that would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1, the Company shall, prior to making any such COVID-19 Response, notify Parent in writing, or (e) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company <omitted> (ii) shall not, and shall not
permit any Company Subsidiary (including the Canyon Newco Entities), between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to: (Pages 23-24) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_29 | Section 5.1 Conduct of Business of the Company. <omitted> (b) During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, including any Covid-19 Measures, or taken in good faith response to any Covid-19 Measure, (ii) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (iii) as contemplated or required by this Agreement, or (iv) as set forth in Section 5.1(b) of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 19) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_80 | Without limiting the generality of the foregoing, except (A) with Parent’s prior written consent (which consent shall not, in the case of clauses (f), (h), (j), (k), (n) or (o) below, be unreasonably withheld, conditioned or delayed), (B) as set forth in Section 5.1 of the Company Disclosure Schedule, (C) as expressly permitted or expressly required by this Agreement, or (D) as required to comply with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester or any other Law, Order or directive issued by any Governmental Entity in connection with or in response to the COVID-19 pandemic (provided that any such actions that cause deviations from the business of any Acquired Company being conducted in the ordinary course consistent with past practice shall be terminated, and such ordinary course conduct shall be resumed, as soon as reasonably practicable after compliance with such Law, Order or directive is no longer required), the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following: (Page 25) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |
main | contract_22 | Without limiting the generality of and in furtherance of the foregoing sentence, during the Interim Period, except (I) as otherwise expressly contemplated or required by this Agreement, (II) as required by applicable Law, (III) as approved in writing by Parent (such approval not to be unreasonably withheld, conditioned or delayed, except that Parent may withhold, condition or delay approval of actions contemplated by Section 7.1(a)(iii) or Section 7.1(a)(iv) in Parent’s sole discretion), (IV) as set forth in Section 7.1(a) of the Company Disclosure Letter or (V) for commercially reasonable actions in deviation of the prohibitions set forth in clauses (xii) (Material Contracts) (other than with respect to the Contracts described in the proviso thereto) or (xvii) (Compensation) below to the extent reasonably required to comply with or implement COVID-19 Measures, the Company shall not and shall cause its Subsidiaries not to: (Page 36) | Yes | 1 | Negative Interim Covenant includes carveout for pandemic responses-Answer (Y/N) | <NONE> | Negative interim operating covenant | 124 | Operating and Efforts Covenant |