theatticusproject/maud huggingface dataset:
During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as <omitted> consented to in writing by SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed), (i) Boston Private shall, and shall cause its Subsidiaries to, (a) conduct its business only in the ordinary course of business consistent with past practice (Page 56)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
5.1 Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Company Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects (Page 43)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
6.1           Conduct of Golden Business Pending the Merger.   (a)            Except (i)as set forth on Schedule 6.1(a)of the Golden Disclosure Letter, (ii)as expressly permitted or required by this Agreement, (iii)as may be required by applicable Law, (iv)for any commercially reasonable actions (A)in response to change or developments resulting from material changes in commodity prices or (B)required to comply with COVID-19 Measures or otherwise taken (or not taken) by Golden or any of its Subsidiaries reasonably and in good faith to respond to COVID-19 or the COVID-19 Measures (provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of this Agreement, Golden will use commercially reasonable efforts to provide advance notice to and consult with Labrador (if reasonably practicable) with respect thereto and consider in good faith the views of Labrador regarding any such proposed action), (v)for any commercially reasonable actions in response to an emergency condition that presents, or is reasonably likely to present, a significant risk of imminent harm to human health, any material property or asset or the environment; provided that Golden shall, as promptly as reasonably practicable, inform Labrador of such condition and any such actions taken pursuant to this clause (v), (vi)as expressly provided for in Golden’s capital budget (the “ Golden Budget”), a correct and complete copy of which has been made available to Labrador, or (vii)otherwise consented to by Labrador in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Golden 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 its reasonable best efforts to conduct its businesses in the Ordinary Course
<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 or COVID-19 Measures. (Page 29)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Except (i)as <omitted> consented to by Labrador in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Golden 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 its reasonable best efforts to conduct its businesses in the Ordinary Course (Page 29)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Section 5.2    Operation of the Company’s Business. (a)    Except (i) as expressly contemplated, required or expressly permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 5.2(a) or Section 5.2(b) of the Company Disclosure Letter, (iv) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed) or (v) 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 and shall cause the Company Subsidiaries to: (A) ensure that it conducts its and their respective businesses in the ordinary course consistent with past practice in all material respects; (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Except <omitted> as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed) <omitted> , during the Interim Period, the Company shall and shall cause the Company Subsidiaries to: (A) ensure that it conducts its and their respective businesses in the ordinary course consistent with past practice in all material respects; (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
SECTION 5.01. Conduct of Business Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (v) for actions reasonably taken in connection with the De-Banking (so long as done in accordance with Section 6.18) or as otherwise expressly contemplated by this Agreement, (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as required by applicable Law, (y) as required or prohibited by any Public Health Event Measure or as may be reasonably taken in good faith in response to a new or worsening Public Health Event or (z) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the Ordinary Course of Business in all material respects; <omitted> “Ordinary Course of Business” means the ordinary course of business of the Company and its Subsidiaries consistent with past practice, as such past practice may have been reasonably affected by any Public Health Event and any Public Health Event Measures. (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
except <omitted> for actions <omitted> as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the Ordinary Course of Business in all material respects; <omitted> “Ordinary Course of Business” means the ordinary course of business of the Company and its Subsidiaries consistent with past practice, as such past practice may have been reasonably affected by any Public Health Event and any Public Health Event Measures. (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Section 5.01 Conduct of Business by the Company Pending the Merger. 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), the Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business and operations in all material respects in the ordinary course of business, (Page 16)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 5.1. Conduct of Business by the Company Pending the Merger. (a) From and after the date hereof and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with key customers, suppliers, partners, and other third parties with whom the Company and its Subsidiaries have significant business relationships. <omitted> “Ordinary Course of Business” means the ordinary course of business consistent with the past practice of the Company; (Page 41)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) <omitted> the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means the ordinary course of business consistent with the past practice of the Company; (Page 41)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
SECTION 7.1. Conduct of the Company. 

(a) During the Pre-Closing Period, except (i) as set forth in Section 7.1 of the Company Disclosure Letter, (ii) as required by the express terms of this Agreement, (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), or (iv) as required by applicable Law (including COVID-19 Measures), the Company shall, and shall cause the Company Subsidiaries to, (x) conduct their respective business only in the ordinary and usual course of business and consistent with past practice, (Page 63)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Section 6.01 Conduct of Business of the Company. (a)  During the period from the date of this Agreement until the earlier of the termination of the Agreement in accordance with Article X and the Effective Time (such period of time, the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Company COVID Action or (iv) with the prior written consent of Parent and US Holdco (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate in the ordinary course of business.  Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit the Company or its Subsidiaries from taking, any Company COVID Action. (Page 73)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
4.01 Forbearances of Premier Financial. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by law (including Pandemic Measures) or required by an applicable Regulatory Order, without the prior written consent of Peoples, Premier Financial shall not, and shall cause its Subsidiaries not to: 

15


(a) Ordinary Course. Conduct the business of Premier Financial and its Subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their respective business organizations and assets and maintain their respective rights, franchises and existing relations with customers, suppliers, vendors, employees and business associates, or voluntarily take any action which, at the time taken, is reasonably likely to have an adverse effect upon Premier Financial’s ability to perform any of its obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement, or enter into any new line of business or materially change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies, (Pages 18-19)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 6.1. Covenants of the Company. 

(a) Except (i) as set forth in Section 6.1(a) of the Company Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly permitted by this Agreement, (iv) any action taken, or omitted to be taken, in each case, that is reasonably necessary to comply with any directives, guidelines or recommendations promulgated by any Governmental Body in connection with or in response to COVID-19 or (v) with the prior written consent of Parent (which consent will not be unreasonably delayed, withheld or conditioned), from the date of this Agreement until the earlier of the Acceptance Time or the date this Agreement is terminated (the “Pre-Closing Period”), the Company shall use commercially reasonable efforts (A) to carry on its business in the ordinary course of business (Page 42)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Except <omitted> (v) with the prior written consent of Parent (which consent will not be unreasonably delayed, withheld or conditioned), from the date of this Agreement until the earlier of the Acceptance Time or the date this Agreement is terminated (the “Pre-Closing Period”), the Company shall use commercially reasonable efforts (A) to carry on its business in the ordinary course of business (Page 42)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
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, (4) in connection with any COVID-19 Measures or (5) as expressly required by this Agreement, the Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to conduct its business in the ordinary course consistent in all material respects with past practice and to maintain and preserve intact its business organization and maintain satisfactory relationships with customers, suppliers and distributors and other Persons with whom the Company or any Company Subsidiary has material business relations. (Page 46)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
4.1 Interim Operations. 
(a) <omitted> 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, and shall cause the Company Subsidiaries to, use reasonable best efforts to conduct its business in the ordinary course consistent in all material respects with past practice (Page 46)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
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) <omitted> 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 (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) preserve substantially intact its business, organization, assets and properties, and (2) preserve in all material respects its relationships with any customers, suppliers, vendors, payors, partners, Governmental Authorities, licensors, licensees and any other Persons with which it has material business relations, in each case in this clause (a) in the ordinary course of business, and (y) and (b) shall not, and shall not permit any of its Subsidiaries to: (Page 21)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
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) <omitted> from the date hereof until the Effective Time <omitted> the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to <omitted> (2) preserve in all material respects its relationships with any customers, suppliers, vendors, payors, partners, Governmental Authorities, licensors, licensees and any other Persons with which it has material business relations, in each case in this clause (a) in the ordinary course of business (Page 21)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 6.1          Conduct of Business. From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, and except as set forth in Section 6.1 of the Company Disclosure Schedule, as any other provision of this Agreement expressly contemplates or expressly requires, as required by applicable Law, or rules and regulations of the SEC or NYSE, for any action taken by the Company to the extent necessary, desirable or appropriate in order to effect the Migration, or to the extent Parent has consented in writing thereto (such consent not to be unreasonably withheld, delayed or conditioned): (a)      the Company shall, and shall cause the Company Subsidiaries, to conduct the business of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice in all material respects; and use its commercially reasonable efforts to (A) preserve intact its present business organization, (B) maintain in effect all of its material Permits, and (C) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors, employees and others having material business relationships with it; (Page 45)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
Section 7.1 Conduct of Company Business Pending the Merger. 

(a) The Company agrees that, except (i) as set forth on Schedule 7.1(a) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clause (A)), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice and (2) preserve intact in all material respects its present business organization and preserve its existing relationships with its key business relationships, vendors and counterparties, (B) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in compliance in all material respects with applicable Laws and (C) the Company shall maintain its status as a REIT (until immediately prior to the Merger and without regard to the effects of the transactions contemplated by this Agreement); provided, however, that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 7.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 7.1(b). (Page 51)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
6.1              Conduct of Company Business Pending the Merger.   (a)               The Company agrees that, except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) 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, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice  (Page 21)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
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
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
6.1 Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing (it being agreed that in the event the Company seeks such consent regarding COVID-19 Measures that are reasonably designed to protect the health or welfare of employees or other relevant individuals (as expressly noted in such request by the Company), Parent’s consent shall not be unreasonably withheld, conditioned or delayed; provided, that if Parent’s failure to respond in a timely manner would reasonably be expected to jeopardize the health or welfare of employees or other relevant individuals, Parent shall be deemed to have consented to such act or omission if it fails to expressly consent to or deny consent for such requested actions or inactions within one (1) Business Day of such request) and except as (i) required by applicable Law, (ii) expressly required by this Agreement or (iii) otherwise expressly disclosed in Section 6.1 of the Company Disclosure Letter), the Company shall use its commercially reasonable efforts to (A) conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice  (Page 48)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts