Sansaboo/maud huggingface dataset:
(d) As used in this Agreement, the phrase “ordinary course of business” shall refer to, with respect to a particular Person, any action or inaction taken by such Person in the ordinary course of business consistent with past practice, and each reference to “ordinary course of business” shall include any action, changes or modification pursuant to any COVID-19 Measures.

<omitted>

Section 6.1 Conduct of the Business. Except for matters set forth in Section 6.1 of the Company Disclosure Schedule or matters otherwise expressly permitted or required by the terms of this Agreement or for any COVID-19 Measures, from the date of this Agreement to the Effective Time, the Company Entities shall (i) conduct the Business in all material respects in the ordinary course of business (Page 29)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 5.1 Conduct of the Company. 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), for any actions taken reasonably and in good faith to respond to COVID-19 Measures, provided that the Company shall, to the extent reasonably practicable, provide reasonable advance notice of such actions and consult with Parent prior to taking such actions or as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practice  (Page 60)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 5.1 Conduct of Company Business Prior to the First Effective Time. (a) Except (i) as required hereby or by applicable Law (including any COVID-19 Measure), (ii) as disclosed in Section 5.1(a) of the Company Disclosure Schedule or (iii) 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, and shall cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business in all material respects and, to the extent consistent therewith, use commercially reasonable efforts <omitted> “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities or Parent Entities, as applicable, consistent with past custom and practice; provided, that no action or omission that would constitute a breach of Contract, violation of Law or any tort (including negligence) shall be an action or omission in the Ordinary Course of Business.  (Page 52)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 5.1 Conduct of Business. 

(a) Except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law (including COVID-19 Measures) 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 use reasonable best efforts to conduct its business in all material respects in the Ordinary Course of Business  (Page 41)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.1             Conduct of Business by Company.   (a)            Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or COVID-19 Measures, provided that such action (or omission) is reasonably consistent with Company’s and Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or COVID-19 Measures and discussed in advance with Parent, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or expressly permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers, (D) maintain all Company Insurance Policies and (E) maintain the status of Company as a REIT. (Page 39)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.01.     Conduct of the Company. 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, <omitted> References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the  Company  and  the  Subsidiaries  of  the  Company,  taken  as  a  whole,  materially  consistent  with  past  practice,  and,  except  with  respect  to Section  6.01(II),reasonable actions or omissions taken or to be taken by the Company in good faith from time to time in response to changing economic and other conditions, circumstances  or  events  relating  to  or  arising  from  COVID-19  or  COVID-19  Measures  and  the  results  thereof.  (Page 27)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.01    Conduct of the Company. The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Section 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; provided, that Parent shall be deemed to have approved in writing if it provides no written response within five Business Days after a written request by the Company for such approval in compliance with the terms of Section 9.01), (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, the Company (A) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects, substantially consistent with past practice, (2) maintain its business as a going concern, (3) keep available the services of its current officers and key employees and to preserve the goodwill of and maintain satisfactory relationships with those Persons having material business relationships with the Company and its Subsidiaries and (4) preserve intact its business organization, (Page 58)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
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)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.2 Operation of the Company’s Business. 

(a) During the Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (B) any action required to be taken, or omitted to be taken,   -36-


pursuant to COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall use its commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course  (Pages 40-41)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.1    Conduct of Company Business Pending the Merger. (a)    Except (i) as set forth on Schedule 6.1(a) 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, (including any COVID-19 Measures), or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the Ordinary Course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets, to keep available the services of its current officers and employees and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it.
<omitted>
“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person, excluding any commercially reasonable deviations therefrom due to COVID-19 orCOVID-19 Measures. (Page 55)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
6.1.         Affirmative 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 required by Law, as otherwise expressly contemplated herein or as set forth in Section 6.1 of Bryn Mawr’s Disclosure Memorandum, Bryn Mawr shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the Ordinary Course <omitted> Ordinary Course” means the conduct of the business of Bryn Mawr and Bryn Mawr Bank in substantially the same manner as such business was operated on the date of this Agreement, including operations in conformance and consistent with Bryn Mawr and Bryn Mawr Bank’s practices and procedures prior to and as of such date. For purposes of this Agreement, the term “Ordinary Course,” with respect to either Party, shall take into account  the  commercially reasonable  action  or  inaction  by  such  Party  and  its  Subsidiaries  in  response  to  the  Pandemic  to  comply  with  thePandemic Measures to the extent disclosed to the other Party prior to the date hereof.  (Page 46)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
(x)    Ordinary Course. References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the Company and its Subsidiaries that is materially consistent with past practice. <omitted>
5.1    Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; (d) 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 (d), 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); (e) as required by applicable Law; or (f) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use its respective reasonable best efforts to conduct its business and operations in the ordinary course of business; and (iii) use its respective reasonable best efforts to (a) preserve intact its material assets, properties, Contracts and business organizations; (b) keep available the services of its current officers and key employees; and (c) preserve the current relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with whom the Company or any of its Subsidiaries has business relations, in each case solely to the extent that the Company has not, as of the date of this Agreement, already notified such third Person of its intent to terminate those relationships. (Page 62)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.01       Conduct of the Company Pending the Merger.   (a)               The Company agrees that, 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, 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 (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (x) conduct its operations, in all material respects, in the ordinary course of business, and   (Page 25)

Question: Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
(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
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 (A) expressly permitted or required by this Agreement, (B) set forth in Section 5.1 of the Company Disclosure Letter, (C) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (D) required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 54)

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 Company. <omitted> (b)            Without limiting the foregoing, Company covenants and agrees that, during the Interim Period, except (w) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (x) as may be consented to in writing by Parent (which consent shall not in any case be unreasonably withheld, delayed or conditioned (it being understood that with respect to items requiring consent pursuant to clause (xi) below (regarding certain Company Leases) if, within two (2) Business Days after Company provides notice requesting Parent’s consent pursuant to this Section 6.1(b), Parent has not either affirmatively provided or withheld consent


o r reasonably requested additional information from Company with respect to such request, Company may provide a second notice requesting such consent, which notice shall specifically state that it is a second notice under this Section 6.1(b), and to the extent no response is received from Parent within one (1) Business Days after Company delivers such second notice, Parent’s consent shall be deemed given)), (y) as may be expressly required or expressly permitted by this Agreement, or (z) as set forth in Section 6.1 of the Company Disclosure Letter, Company shall not, and shall not cause or permit any Company Subsidiary to, do any of the following: (Pages 39-40)

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
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
. 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