Sansaboo/maud huggingface dataset:
(b) Except (x) as required hereby or by applicable Law (including any COVID-19 Measure), (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 First Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 52)

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
Except <omitted> (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
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
During the period from the date of this Agreement to the Effective Time <omitted> 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
. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except as (w) required by applicable Law, (x) Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed with respect to clauses (iv), (vi), (viii), (ix), (xiii), (xiv), (xvi), (xviii) or (xix)), (y) expressly disclosed in Section 6.1 of the Company Disclosure Letter or (z) expressly provided for in this Agreement, the Company shall not and will not permit any of 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
from and after the date of this Agreement and prior to the Effective Time, except as <omitted> Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed with respect to clauses (iv), (vi), (viii), (ix), (xiii), (xiv), (xvi), (xviii) or (xix)), <omitted> the Company shall not and will not permit any of 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 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
(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
(b)    Except <omitted> 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
4.1    Interim Operations. (a)    The Company agrees that, 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 required by this Agreement, the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization, keep available the services of key employees and maintain satisfactory relationships with customers, suppliers and distributors. 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): (Page 39)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
4.1    Interim Operations. (a)    <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 (and shall not permit any Company Subsidiary to): (Page 39)

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 agrees that between the date of this Agreement and the earlier of the  Effective  Time  and  the  valid  termination  of  this Agreement <omitted> ,  except  <omitted> (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted>


 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
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
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
Except <omitted> (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); <omitted> at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement <omitted> and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to: (Page 62)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (iii) for actions or omissions that constitute COVID-19 Measures (following reasonable prior consultation with Parent); or (iv) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to: (Page 62)

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
from the date of this Agreement until the Effective Time, except <omitted> as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) <omitted> 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
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
(b) Notwithstanding Section 7.1(a), except as set forth in Section 7.1(b) of the Company Disclosure Letter or as required by the express terms of this Agreement or by applicable Law, 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
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
During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement <omitted> the <omitted> 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
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
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 (Page 58)

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
5.2 Forbearance Covenants. Except <omitted> (ii) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed) <omitted> 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
(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
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 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
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 (and shall not permit any Company Subsidiary to) <omitted> : (Page 46)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 4.1    Conduct of Business by the Company. <omitted> (b)    Without limiting the generality of the foregoing (except as provided herein), from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity,   31


(y) as set forth in Section 4.1(b) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any consent requested under Section 4.1(b)(ii), (iii), (vi), (xi), (xix) or (xxii) (in connection with any of the foregoing Sections)), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (Pages 35-36)

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies only to specified negative covenants
Without limiting the generality of the foregoing and subject to the exceptions set forth in the foregoing clauses (v), (w), (x), (y)(A) and (z) (provided that the parenthetical providing that Parent’s consent shall not be unreasonably withheld, conditioned or delayed shall only apply to clauses (iii), (iv), (v), (vi), (viii) and (ix) below, and, insofar as it relates to the forgoing subsections, (xiv)), from the date of this Agreement until the Effective Time, the Company will not and will use its commercially reasonable efforts to cause its Subsidiaries not to:  (Page 41)

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies only to specified negative covenants
. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except as (w) required by applicable Law, (x) Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed with respect to clauses (iv), (vi), (viii), (ix), (xiii), (xiv), (xvi), (xviii) or (xix)), (y) expressly disclosed in Section 6.1 of the Company Disclosure Letter or (z) expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:  (Page 48)

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies only to specified negative covenants
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)

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants