theatticusproject/maud huggingface dataset:
Section 8.02       Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: <omitted>  
(b)               Covenants. Each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects, except for Section 6.01(a)(xxi) which shall have been complied with and performed in all respects.  (Page 35)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
5.3Additional Conditions Precedent to the Company’s Obligations. The obligation of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: <omitted> (b)    Performance of Covenants. The covenants in this Agreement that Parent is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.  (Page 67)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
5.2 Conditions to Obligations of GBCI. The obligations of GBCI to consummate the Merger are subject to satisfaction or written waiver by GBCI of the following conditions at or before Closing: <omitted> 5.2.2 Compliance. AB will have performed and complied, and will have caused the Bank to perform and comply, in all material respects with all terms, covenants and conditions of this Agreement on or before Closing. AB will have delivered to GBCI a certificate to that effect, executed by a duly authorized officer of AB and dated as of Closing.  (Page 45)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Notwithstanding any other terms or provisions of the Offer or this Agreement, the Purchaser shall not be obligated to accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Company Shares validly tendered and not withdrawn pursuant to the Offer, and may terminate or amend the Offer in accordance with (and to the extent permitted by) the terms of this Agreement, and may postpone the acceptance of, or payment for, any Company Shares in accordance with (and to the extent permitted by) the terms of this Agreement, at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1(d) of the Agreement) if any of the conditions set forth below are not satisfied or waived in writing by Parent at one minute after 11:59 p.m., Eastern time, on the Expiration Date (the “Expiration Time”):

<omitted>

(4) the Company shall have complied with or performed in all material respects its obligations, agreements and covenants required to be complied with or performed by it prior to the Expiration Time under the Agreement; (Page 45)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time.  (Page 81)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
8.2 Conditions to Obligations of Parent, Holding and Merger Sub. The obligations of Parent, Holding and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Effective Time, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):
<omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations (subject to Section 7.2(d)) required to be performed by it under this Agreement at or prior to the Closing Date. (Page 88)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2 Additional Conditions to Obligations of Labrador and Merger Sub. The obligations of Labrador and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Labrador, in whole or in part, to the extent permitted by applicable Law: <omitted> (b)            Performance of Obligations of Golden. Golden shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Effective Time.  (Page 44)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2          Conditions to Obligations of the Tyler Entities.  The obligations of the Tyler Entities to consummate the Merger shall further be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing in whole or in part by Tyler, to the extent permitted by applicable Law: <omitted. (b )          Performance of Obligations. Except as expressly provided in Section 6.5(d) and Section 6.15(a), NIC shall have performed or complied, in all material respects, with the obligations, covenants, and agreements required to be performed or complied with by it under this Agreement by the time of the Closing.  (Page 48)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 8.02  Conditions to the Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: a)    the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time;  (Page 102)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 6.2    Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: (a)    Compliance with Agreements and Covenants. The Company shall have performed, or complied with, in all material respects its agreements, covenants and other obligations required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date.  (Page 50)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 9.2 Conditions to Obligations of the Parent Parties. The obligations of Parent, REIT Merger Sub and Parent OP to effect the Mergers and to consummate the other transactions 135
contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following additional conditions: <omitted> (b) Performance of Covenants and Obligations of the Company Parties. Each of the Company Parties shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it under this Agreement on or prior to the Closing. (c) Performance of Covenants and Obligations of Mercury. Mercury shall have performed in all material respects all obligations, and complied in all material respects with 

136


all agreements and covenants, required to be performed by it under this Agreement on or prior to the Closing.  (Pages 142-143)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
CONDITIONS TO THE OFFER The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”) unless specifically defined in this Annex I. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses(a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or this Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 2.1(c) of the Agreement) or amend the Offer as otherwise permitted by the Agreement, if: (A) the Minimum Condition shall not be satisfied as of one (1) minute following 11:59 p.m. Eastern Time on the Expiration Date of the Offer or (B) any of the additional conditions set forth in clauses (b) through (h) below shall not be satisfied or waived (to the extent permitted by the Agreement and applicable Law) in writing by Parent: <omitted> (c) the Company shall have complied with or performed in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time;  (Page 65)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 8.2.    Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent or Merger Sub: <omitted> (b)    Performance of Obligations. The Company shall have performed and complied in all material respects with the obligations, covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing. (Page 73)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 8.2 Conditions to Obligations of RMRM. The obligations of RMRM to effect the Merger and to consummate the other Transactions are subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by RMRM, on or prior to the Closing Date, of each of the following additional conditions:  <omitted> 
(b) Performance of Obligations of TRMT. TRMT shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Merger Effective Time. (Page 34)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
SECTION   7.03           Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger is further subject to the satisfaction or waiver (by Parent and Merger Sub) at or prior to the Closing of each of the following conditions: <omitted> ( b )          Performance of Covenants and Agreements of the Company. The Company shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (Page 64)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 9.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to Applicable Law) of the following further conditions: <omitted> (a) the Company shall have performed and complied with in all material respects all of its covenants and obligations hereunder required to be performed and complied with by it at or prior to the Effective Time; (Page 63)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 6.3 Conditions to Obligations of Parent.  The obligation of Parent to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> (b)          Performance of Company Obligations.  The Company shall have performed in all material respects the obligations required to be performed by it under this Agreement at or prior to the Closing.  (Page 83)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
ANNEX I CONDITIONS TO THE OFFER <omitted> (c)     the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or prior to the Offer Acceptance Time;  (Page 111)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 6.2          Conditions to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> (b)               Performance of Company Obligations. The Company shall have performed in all material respects all of the obligations required to be performed by it under this Agreement at or prior to the Closing. (Page 31)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 7.2. Conditions to the Purchaser Parties’ Obligations to Effect the Merger. The obligations of the Purchaser Parties to effect the Merger are subject to the satisfaction (or waiver by the Purchaser Parties) of the following conditions:
<omitted>
(b) The Company shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by it at or prior to the Closing; and  (Page 70)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
5.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions: <omitted> (b)           Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (Page 29)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:
<omitted>
(b) Performance of Obligations of the Company. The Company will have performed and complied in all material respects with all covenants and obligations of this Agreement required to be performed and complied with by it at or prior to the Closing.  (Page 86)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section    6.03    Conditions  to  Obligations  of  Enterprise. The  obligations  of  Enterprise  to  consummate  the  Merger  are  subject  to the fulfillment, or written waiver by Enterprise, prior to the Closing Date of each of the following conditions: <omitted> (b)    Performance of Obligations of First Choice. First Choice and First Choice Bank shall have performed and complied with all of their respective obligations under this Agreement in all material respects at or prior to the Closing Date, and Enterprise shall have received a certificate, dated the Closing Date, signed on behalf of First Choice by First Choice’s Chief Executive Officer and Chief Financial Officer and on behalf of First Choice Bank by its Chief Executive Officer and Chief Financial Officer, to such effect.  (Page 86)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 5.2 Additional Parent and Merger Sub Conditions. The obligations of Parent and Merger Sub to consummate the Merger shall be further subject to the satisfaction at or prior to the Effective Time of each of the following conditions:  <omitted> 
(b)                Compliance with Agreements and Covenants. The Company shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or at the Effective Time.  (Page 28)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2 Conditions to Obligations of Huntington. The obligation of Huntington to effect the Merger is also subject to the satisfaction, or waiver by Huntington, at or prior to the Effective Time, of the following conditions: 
<omitted>
(b)  Performance of Obligations of TCF. TCF shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and Huntington shall have received a certificate signed 
-66-
on behalf of TCF by the Chief Executive Officer or the Chief Financial Officer of TCF to such effect.  (Pages 74-75)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 6.3 Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time.  (Page 66)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
CONDITIONS TO THE OFFER
<omitted> The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below.  <omitted> (c)             the Company shall have complied with or performed in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time; (Page 50)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 6.2        Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent) at or prior to the Closing of the following conditions:
<omitted>
(b)           Covenants and Agreements. The Company shall have performed or complied in all material respects with all of the covenants and agreements hereunder that this Agreement requires the Company to perform or comply with at or prior to the Closing.  (Page 31)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. The obligations of Parent, Merger Sub and Merger Sub II to effect the Mergers are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the First Effective Time of the following conditions: <omitted>

(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.  (Page 67)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 8.1.Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each Party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: <omitted> (b)               Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all of the covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing. (Page 28)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 9.02          Conditions to the Obligations of Parent, Bidco and each Merger Sub.  The obligations of Parent, Bidco and each Merger Sub to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: 

(a)          the Company shall have performed, in all material respects, all of its obligations hereunder required to be performed by it at or prior to the First Effective Time;  (Page 99)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or waiver (where permissible pursuant to applicable law) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (b) Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the applicable date.  (Page 95)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2              Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law: <omitted> (b)               Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Effective Time.  (Page 32)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants