Sansaboo/maud huggingface dataset:
SECTION 7.8. No Solicitation. <omitted> SECTION 9.1. Termination. This Agreement may be terminated <omitted> (c) by Parent by written notice to the Company at any time prior to the Acceptance Time, if: <omitted> (ii) the Company shall have violated or breached in any material respect any of its obligations under Section 7.8; <omitted> SECTION 9.3. Termination Fee and Expenses. <omitted> (b) In the event that: (i) this Agreement is terminated by Parent pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii); <omitted> then, in any such event under clause (i), (ii) or (iii) of this Section 9.3(b), the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable termination fee of $65,000,000 (the “Termination Fee”). (Page 85)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
SECTION 7.8. No Solicitation. <omitted> SECTION 9.1. Termination. This Agreement may be terminated  <omitted> (c) by Parent <omitted> prior to the Acceptance Time, if: <omitted> (ii) the Company shall have violated or breached in any material respect any of its obligations under Section 7.8; <omitted> SECTION 9.3. Termination Fee and Expenses. <omitted> (b) In the event that:  (i) this Agreement is terminated by Parent pursuant to <omitted> Section 9.1(c)(ii); <omitted> then <omitted> the Company shall pay to Parent <omitted> a <omitted> termination fee of $65,000,000 (the “Termination Fee”). (Page 85)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 5.2 No Solicitation; Recommendations. <omitted> Section 7.1 Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained (with any termination by Parent or the Company also being an effective termination by the other Parent Parties or the other Company Parties, respectively): <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if (i) an Adverse Recommendation Change shall have occurred with respect to the Company, (ii) in the case of an Acquisition Proposal structured as a tender offer or exchange offer, the Company shall, within 10 Business Days of the tender or exchange offer having been commenced, fail to publicly recommend against such tender or exchange offer, (iii) upon a request to do so by Parent, the Company shall have failed to publicly reaffirm its recommendation of the Mergers within 10 Business Days after the date any Acquisition Proposal is first publicly announced, distributed or disseminated to Company Stockholders or (iv) the Company Board or a director or executive officer of the Company shall, or shall have caused the Company to, have breached or failed to perform any obligation set forth in Section 5.2 or Section 5.3(c) in any material respect; <omitted> Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c) <omitted> then, in either such event, the Company shall pay to Parent the Company Termination Fee, less the amount of Parent Expenses previously paid to Parent (if any) pursuant to Section 7.3(d), it being understood that in no event shall the Company be required to pay the CompanyTermination Fee on more than one occasion; (Page 103)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 5.2 No Solicitation; Recommendations. <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if <omitted> (iv) the Company Board <omitted> shall <omitted> have breached or failed to perform any obligation set forth in Section 5.2 <omitted> in any material respect <omitted> Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c) <omitted> then, in either such event, the Company shall pay to Parent the Company Termination Fee (Page 103)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.06 Acquisition Proposal. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, Premier Financial shall not, and shall cause any of its Subsidiaries and the officers, directors, employees, advisors and other agents of Premier Financial and its Subsidiaries not to, <omitted> (i) solicit, initiate, encourage, facilitate <omitted> or induce any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, <omitted> 
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted> 
(f) By: <omitted> (ii) Peoples prior to the time the Requisite Premier Financial Vote is obtained, if <omitted> (B) Premier Financial or its Board of Directors has breached its obligations under <omitted> Section 6.06 in any material respect. <omitted> 
8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted> (b) In the event that: <omitted> 
(ii) this Agreement is terminated by Premier Financial or Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement. (Page 69)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.06 Acquisition Proposal. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, Premier Financial shall not, and shall cause any of its Subsidiaries and the officers, directors, employees, advisors and other agents of Premier Financial and its Subsidiaries not to, <omitted> (i) solicit, initiate, encourage, facilitate <omitted> or induce any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, <omitted> 
8.01 Termination. This Agreement may be terminated <omitted> 
(f) By: <omitted> (ii) Peoples prior to the time the Requisite Premier Financial Vote is obtained, if <omitted> 
(B) Premier Financial or its Board of Directors has breached its obligations under <omitted> Section 6.06 in any material respect.<omitted> 
8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted> (b) In the event that: <omitted> 
(ii) this Agreement is terminated by <omitted> Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples <omitted> the Termination Fee (Page 69)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 6.06 No Solicitation of Transactions. <omitted> Section 8.01 Termination. This Agreement may be terminated <omitted> (e) by Parent, prior to the receipt of the Company Required Vote, if <omitted> (ii) the Company shall have Willfully Breached its obligations or agreements in Section 6.06 (provided that for purposes of this Section 8.01(e)(ii), a Willful Breach by any Representative of the Company of clauses (A) and (B) of Section 6.06 (treating each such Representative as being bound to such covenant in the same manner as the Company as a direct party thereto) shall be deemed to be a Willful Breach of the Company) <omitted> Section 8.02 Fees and Expenses. <omitted> (i) If this Agreement is terminated (A) by the Company pursuant to Section 8.01(d) or (B) by Parent pursuant to Section 8.01(e), the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee. (Page 59)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 6.06 No Solicitation of Transactions. <omitted> Section 8.01 Termination. This Agreement may be terminated <omitted> (e) by Parent, prior to the receipt of the Company Required Vote, if <omitted> (ii) the Company shall have Willfully Breached its obligations or agreements in Section 6.06 <omitted> Section 8.02 Fees and Expenses. <omitted> (i) If this Agreement is terminated <omitted> (B) by Parent pursuant to Section 8.01(e), the Company shall pay Parent <omitted> the Company Termination Fee. (Page 59)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
8.1 Termination. This Agreement may be terminated <omitted> (d) by Parent, if the Company, its Subsidiaries or any of the Company’s Representatives shall have willfully or materially breached the agreements and obligations set forth in Section 6.3(b) (No Solicitation by the Company). <omitted> 8.3 Expenses and Other Payments. <omitted>  (b) If Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation) or Section 8.1(d) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee, in each case, in cash by wire transfer of immediately available funds to an account designated by Parent no later than three (3) Business Days after notice of termination of this Agreement. “Company Termination Fee” means $17,000,000. (Page 83)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
8.1 Termination. This Agreement may be terminated <omitted> (d) by Parent, if the Company, its Subsidiaries or any of the Company’s Representatives shall have willfully or materially breached the agreements and obligations set forth in Section 6.3(b) (No Solicitation by the Company). <omitted> 8.3 Expenses and Other Payments. <omitted> (b) If Parent terminates this Agreement pursuant to <omitted> Section 8.1(d) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee “Company Termination Fee” means $17,000,000. (Page 83)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
4.2 Company No Solicitation. <omitted>
6.1 Termination. <omitted>
(d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) in the event the Company shall have materially breached Section 4.2 <omitted>
(a) If this Agreement is terminated by the Company pursuant to Section 6.1(e), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) or Section 6.1(f) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(e), at or prior to termination), the Company shall cause to be paid to Parent the Termination Fee. (Page 74)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
4.2 Company No Solicitation. <omitted>
6.1 Termination. <omitted>
(d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) in the event the Company shall have materially breached Section 4.2 <omitted>
(a) If this Agreement is terminated <omitted> by Parent pursuant to Section 6.1(d) <omitted> then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(e), at or prior to termination), the Company shall cause to be paid to Parent the Termination Fee. (Page 74)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(ii)    In the event that this Agreement is terminated by Central pursuant to <omitted> Section 7.1(c)(iii) [East Material Breach of Non-Solicitation], then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 98)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(ii)    In the event that this Agreement is terminated by Central pursuant to <omitted> or Section 7.1(c)(iii) [East Material Breach of Non-Solicitation], then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 98)

Question: Breach of No Shop required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
8.2. Shareholder Approvals.   Each of Bridge Bancorp and DCB shall call a meeting of its shareholders (the “Bridge Bancorp Meeting” and the “DCB Meeting,” respectively) to be held as soon as reasonably practicable after the Merger Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite DCB Vote and the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, <omitted> 11.1. Termination.   This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of the Merger by the shareholders of DCB: <omitted> 11.1.5.  By Bridge Bancorp, if (i) DCB or the Board of Directors of DCB shall have made a Recommendation Change, or (ii) DCB or the Board of Directors of DCB shall have breached its obligations under Section 8.2 or 7.5 in any  respect; <omitted> 11.2. Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.5, then DCB shall pay Bridge Bancorp, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination.  (Page 84)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
6.3 Shareholders’ Approval and Stockholder Approval. (a) Each of Parent and the Company shall <omitted> hold a meeting of its shareholders and stockholders, respectively (the “Parent Meeting” and the “Company Meeting,” respectively) as soon as reasonably practicable
<omitted> 
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Company Vote or the Requisite Parent Vote: 
<omitted> 
(f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 or 6.15 in any  respect. 
<omitted> 
8.2 Effect of Termination. 
<omitted> 
(ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination.  (Page 71)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted> 

Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted> 
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a  breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>

Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <omitted> (ii)        If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the


Company shall pay or cause to be paid to Parent the Company Termination Fee.  (Pages 36-37)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
4.5    Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> 6.3    Termination Fees. <omitted> (c)    If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(f) or by Parent pursuant to Section 6.1(h) (ii) as a result of a  breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee.  (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
6.3           Boston Private Shareholder Approval. 

(a)    Boston Private shall call a meeting of its shareholders (the “Boston Private Meeting”) to be held as soon as reasonably practicable <omitted> for the purpose of obtaining the Requisite Boston Private Vote required in connection with this Agreement and the Merger  <omitted> 
8.1           Termination.  This Agreement may be terminated at any time 
<omitted> 
(e)    by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if <omitted> Boston Private or the Boston Private Board of Directors shall have breached its obligations under Section 6.3 <omitted> in any  respect <omitted>  8.2           Effect of Termination. <omitted> (ii)      In the event that this Agreement is terminated by SVB Financial pursuant to Section 8.1(e) (or this Agreement is terminated pursuant to Section 8.1(c) but at the time of such termination SVB Financial could have terminated this Agreement pursuant to Section 8.1(e)), then Boston Private shall pay SVB Financial, by wire transfer of same day funds, the Termination Fee within two business days of the date of termination.  (Page 81)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
6.3 Company Shareholder Approval. 
<omitted> 
8.1 Termination. This Agreement may be terminated <omitted> (f) by Buyer, <omitted> if Company or the Board of Directors of Company <omitted> (v) breaches its obligations under Section 6.3
<omitted> 
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter).  (Page 65)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
the meeting of the Company’s stockholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (including any adjournment or postponement thereof, the “Company Stockholders Meeting”). <omitted> Section 6.3       Company Stockholders Meeting. The Company <omitted> shall (a) <omitted> take all action necessary to <omitted> hold the Company Stockholders Meeting; <omitted> Section  8.4       Termination by Parent. This Agreement may be terminated by Parent (with any termination by Parent also being an effective termination by Merger Sub): (a )       If <omitted> (iii) the Company or the Company Board has breached its obligations under Section 6.3 <omitted> in any  respect;  <omitted> Section 8.6          Termination Fee; Expense Reimbursements.   (a)          Termination Fee.   (i)         If this Agreement is terminated by Parent pursuant to Section 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee. (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
6.3 Stockholders' Approvals.
<omitted>

8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
<omitted>

(i) by the BancShares Parties, prior to the time the Requisite CIT Vote is obtained, if (i) CIT or the Board of Directors of CIT shall have made a Recommendation Change or (ii) CIT or the Board of Directors of CIT shall have breached its obligations under Section 6.3 or 6.12 in any  respect.
<omitted>

8.2 Effect of Termination.
<omitted>

(b) <omitted> (ii)  In the event that this Agreement is terminated by CIT pursuant to Section 8.1(f) or by the BancShares Parties pursuant to Section 8.1(i), then CIT shall pay BancShares, by wire transfer of same- day funds, the Termination Fee within two (2) business days of the date of termination.  (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No
Section 8.04 Company Stockholder Meeting; Parent Shareholder Meeting. <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated  and  the  Mergers  and  the  other transactions  contemplated  hereby may  be abandoned at any time prior to the First Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): <omitted>  (c) by Parent: (i) prior to  the  receipt  of  the  Company  Stockholder  Approval,  if  (A)  a  Company Adverse  Recommendation  Change  shall  have occurred, (B) a tender or exchange offer subject to Regulation 14D under the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange Act) and the Company shall not have communicated to its stockholders, within tenBusiness Days after such commencement, a statement disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn  any  such  rejection  thereafter)  or  (C)  the Company  has  committed  a    Breach  of Section 6.02  or Section  8.04(a), provided, that  this Agreement  may  not  be  terminated  pursuant  to  this  clause  (C)  if  Parent,  Bidco  or  either  Merger  Sub  is  then  in breach  of  any  of  its  representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forthin Section 9.03(a) or Section 9.03(b)not to be satisfied; <omitted> Section 10.03          Termination Payment. 

(a)          If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or (ii) by the Company pursuant to Section 10.01(d)(iii), then the Company shall pay to Parent (or its designee), in cash and by way of compensation, a payment in an amount equal to $1,180,000,000 (the “Company Termination Payment”) at or prior to, and as a condition to the effectiveness of, the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i).  (Page 103)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: No