Sansaboo/maud huggingface dataset:
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 response within five (5) Business Days after a 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 date hereof, 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; (v) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (vi) 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 61)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
Section 5.2 Operation of the Company’s Business. <omitted> (b)          Except (v) as expressly contemplated, required or permitted by this Agreement, (w) as required by applicable Law, (x) as set forth in Section 5.2(b) of the Company Disclosure Letter, (y) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (z) for any actions taken reasonably and in good faith in response to any COVID-19 Measure or COVID-19, during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (Page 39)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
Except <omitted> 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 <omitted> the Company shall not, and shall not permit any of its Subsidiaries to: (Page 21)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
From the date of this Agreement until the earlier of (1) the Effective Time or (2) termination of this Agreement in accordance with Section 8.1, except (w) as otherwise expressly contemplated or permitted by this Agreement, (x) with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or any Governmental Authority or (z) as set forth in Section 5.1 of the Disclosure Schedule, the Company will not and will not permit any Company Subsidiary to, directly or indirectly: (Page 27)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
except <omitted> (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 <omitted> between the date of this Agreement and the First Effective Time or the date, <omitted> on which this Agreement is terminated <omitted> to: (Pages 23-24)

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

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

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

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
(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: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
Without limiting the foregoing, and as an extension thereof, except as expressly set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by this Agreement or as required by applicable Law (including any COVID-19 Measures), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned): (Page 22)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, <omitted> 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)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement <omitted> except <omitted> as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 60)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies only to specified negative covenants
from the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement <omitted> 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)

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

Question: Application of Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Applies to all negative covenants
Except as (A) may be required by Law, (B) any COVID-19 Response after written notice to and, to the extent practicable under the circumstances, consultation with, Parent, (C) set forth in Section 6.1 of the Paired Entities Disclosure Schedule, (D) consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (E) otherwise specifically contemplated or required under this Agreement (or as permitted under the exceptions set forth in Sections 6.1(a) through (t) below), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement, (x) each of the Paired Entities shall use commercially reasonable efforts to, and shall cause each of the Paired Entities Subsidiaries to use commercially reasonable efforts to, (i) carry on their respective businesses in the ordinary course of business consistent with the Operating Budget and the Capital Expenditure Budget and past practice, (ii) maintain and preserve intact the material components of their present business organizations, (iii) retain the services of their present officers and key employees, (iv) preserve their goodwill and relationships with tenants, customers, suppliers and others having business dealings with them and (v) to preserve their assets and properties in good repair and condition (normal wear and tear expected); provided that, without limiting the foregoing (y) 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)

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

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