Sansaboo/maud huggingface dataset:
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.2           Boston Private 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 Boston Private Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), Boston Private shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed):  (Page 56)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
The Company agrees that between the date of this Agreement and the earlier of the  Effective  Time  and  the  valid  termination  of  this Agreement  in  accordance  with ARTICLE VII,  except  (w)  as  set  forth  in Section 5.01  of  the  Company Disclosure Letter, (x) as expressly required or expressly provided for by this Agreement, (y) as required by applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulations of Nasdaq or pursuant to any COVID-19 Measures or (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted>

Without limiting the foregoing, subject to the exceptions described in clauses (w) through (z) of the foregoing sentence, the Company shall not, and shall not permit any Company Subsidiary to:  (Page 16)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
the Company shall not, and shall not permit the Company Subsidiaries to, during the Pre-Closing Period, 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 63)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Part 6.01 of the Company Disclosure Schedule, (iii) reasonably undertaken in connection with any COVID-19 Measures, (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (v) required by Applicable Law or the rules and regulations of Nasdaq, from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 hereof, the Company

<omitted>

(B) shall not, and shall cause each of its Subsidiaries not to:  (Page 59)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
(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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
(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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement until the Effective Time, except as otherwise expressly required or permitted by this Agreement, as set forth in Section 5.1(a) of the Company Disclosure Letter or as may be required by Law (including “shelter-in-place,” “stay-at-home” and similar Laws), the Company shall not, and shall not permit any of its Subsidiaries, without Parent’s prior written consent, to:  (Page 74)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
(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 (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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
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 :  (Page 35)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
(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, or (iv) otherwise consented to by Parent in writing , 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 45)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
Section 6.1.    Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except as set forth in Section 6.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent the Company  <omitted> (b) shall not, and shall not permit any Company Subsidiary to, directly or indirectly: (Page 49)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
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 , prior to the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, directly or indirectly:  (Page 19)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
The Company agrees that between the date of this Agreement and the earlier of the  Effective  Time  and  the  valid  termination  of  this Agreement  in  accordance  with ARTICLE VII,  except  (w)  as  set  forth  in Section 5.01  of  the  Company Disclosure Letter, (x) as expressly required or expressly provided for by this Agreement, (y) as required by applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulations of Nasdaq or pursuant to any COVID-19 Measures or (z) as consented to in writing by Parent , <omitted>

Without limiting the foregoing, subject to the exceptions described in clauses (w) through (z) of the foregoing sentence, the Company shall not, and shall not permit any Company Subsidiary to:  (Page 16)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
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, 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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
4.1.2 Ordinary and Usual Course. Without prior written consent of GBCI, subject to applicable Law and except (y) as set forth on Schedule 4.1.2 and (z) for Permitted Actions, from the date of this Agreement until the earlier of the Effective Time or an earlier Termination Date, AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects and will not do, and AB will not permit any other AB Subsidiary to do, any of the following:  (Page 35)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Flat consent
The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Part 6.01 of the Company Disclosure Schedule, (iii) reasonably undertaken in connection with any COVID-19 Measures, (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (v) required by Applicable Law or the rules and regulations of Nasdaq, from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 hereof, the Company

<omitted>

(B) shall not, and shall cause each of its Subsidiaries not to: (Page 59)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
except for matters <omitted> (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), <omitted> the Company

<omitted>

(B) shall not, and shall cause each of its Subsidiaries not to: (Page 59)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.2           Boston Private 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 Boston Private Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), Boston Private shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed): (Page 56)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, <omitted> Boston Private shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed): (Page 56)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed