theatticusproject/maud huggingface dataset:
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: Negative interim operating covenant
Category: Operating and Efforts Covenant
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: Negative interim operating covenant
Category: Operating and Efforts Covenant
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: Negative interim operating covenant
Category: Operating and Efforts Covenant
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: Negative interim operating covenant
Category: Operating and Efforts Covenant
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: Negative interim operating covenant
Category: Operating and Efforts Covenant
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: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
Conduct of Business of the Company Pending the Merger. <omitted> except as <omitted> Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> the Company shall not and shall cause each of its subsidiaries not to: (Pages 43-44)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
5.2 Flagstar 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 Flagstar Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as may be required by law or regulation (including the Pandemic Measures), Flagstar shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of NYCB (such consent not to be unreasonably withheld, conditioned or delayed): (Page 52)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
(b)     Between the date of this Agreement and the Closing Date, except (w) as contemplated or permitted by this Agreement, (x) as disclosed in Section 5.1 of the Company Disclosure Letter, (y) as required by applicable Law (including COVID-19 Measures and similar Laws), or (z) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall: (Pages 38-39)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
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 30)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
Without limiting the generality of the foregoing, except as expressly provided or permitted herein, as set forth in Section 4.1 of the Company Disclosure Letter or as required by applicable Law, during the Pre-Closing Period the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed): (Page 17)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement until the First Effective Time, except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not and shall not permit its Subsidiaries to: (Page 41)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
provided, however, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, or otherwise with the prior written consent of Parent (such shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01: (Page 25)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
4.2     Operation of the Company’s Business and Marvell’s Business. <omitted> (b)     During the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements, (x) with the prior written consent of Marvell, (y) as expressly required by this Agreement or (z) as set forth in Part 4.2(b) of the Company Disclosure Schedule, the Company shall not, and the Company shall ensure that the other Inphi Entities do not:
<omitted>
Notwithstanding the foregoing, Marvell will not unreasonably withhold, delay or condition its consent to the taking of: (1) any action prohibited by clause “(v)(A),” “(vi),” “(vii),” “(x),” “(xi),” “(xiv),” “(xv)(A),” “(xv)(C),” “(xvi),” “(xvii)(B),” “(xxi)” or “(xxiii)” above; or (2) any action prohibited by clause “(xxiv)” above (to  the  extent  relating  to clause  “(v)(A),”  “(vi),”  “(vii),”  “(x),”  “(xi),”  “(xiv),”  “(xv)(A),” “(xv)(C),”  “(xvi),”  “(xvii)(B),”  “(xxi)”  or  “(xxiii)”  above). (Page 53)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies only to specified negative covenants
4.2     Operation of the Company’s Business and Marvell’s Business. <omitted>  (b)     During the Pre-Closing Period, except <omitted> (x) with the prior written consent of Marvell, <omitted> the Company shall not, and the Company shall ensure that the other Inphi Entities do not: <omitted>

Notwithstanding the foregoing, Marvell will not unreasonably withhold, delay or condition its consent to the taking of: (1) any action prohibited by clause “(v)(A),” “(vi),” “(vii),” “(x),” “(xi),” “(xiv),” “(xv)(A),” “(xv)(C),” “(xvi),” “(xvii)(B),” “(xxi)” or “(xxiii)” above; or (2) any action prohibited by clause “(xxiv)” above (to  the  extent  relating  to clause  “(v)(A),”  “(vi),”  “(vii),”  “(x),”  “(xi),”  “(xiv),”  “(xv)(A),” “(xv)(C),”  “(xvi),”  “(xvii)(B),”  “(xxi)”  or  “(xxiii)”  above). (Page 53)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies only to specified negative covenants
(b)          Except as set forth on the corresponding subsection of Section 6.1(b) of the Company Disclosure Letter, as expressly permitted, contemplated or required by this Agreement, as may be required by applicable Law or otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), and except for actions taken (or not taken) in good faith in order to respond to the COVID-19 pandemic or COVID-19 Measures, 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 43)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
Without limiting the generality of the foregoing, except (A) with Parent’s prior written consent (which consent shall not, in the case of clauses (f), (h), (j), (k), (n) or (o) below, be unreasonably withheld, conditioned or delayed), (B) as set forth in Section 5.1 of the Company Disclosure Schedule, (C) as expressly permitted or expressly required by this Agreement, or (D) as required to comply with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester or any other Law, Order or directive issued by any Governmental Entity in connection with or in response to the COVID-19 pandemic (provided that any such actions that cause deviations from the business of any Acquired Company being conducted in the ordinary course consistent with past practice shall be terminated, and such ordinary course conduct shall be resumed, as soon as reasonably practicable after compliance with such Law, Order or directive is no longer required), the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following: (Page 25)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies only to specified negative covenants
except (A) with Parent’s prior written consent (which consent shall not, in the case of clauses (f), (h), (j), (k), (n) or (o) below, be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following: (Page 25)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies only to specified negative covenants
(b)    Except (w) as expressly contemplated, required or expressly permitted by this Agreement, (x) as required by applicable Law, (y) as set forth in Section 5.2(b) of the Company Disclosure Letter or (z) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (Page 31)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
(b)    Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to: (Page 37)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
Except <omitted> with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date <omitted> the Company will not, and will cause each of its Subsidiaries not to: (Page 37)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
4.1    Interim Operations. (a)    The Company agrees that, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly required by this Agreement, the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization, keep available the services of key employees and maintain satisfactory relationships with customers, suppliers and distributors. Without limiting the foregoing, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly permitted or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to): (Page 39)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
4.1    Interim Operations. (a)    <omitted> 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) <omitted>  the Company shall not (and shall not permit any Company Subsidiary to): (Page 39)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
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 permitted or contemplated by this Agreement or the Support Agreements or the Spin-Off Agreements, 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 RemainCo Subsidiaries to (and, for the avoidance of doubt, the following limitations on the Company and its Subsidiaries shall only be binding on RemainCo and its RemainCo Subsidiaries and shall not apply to SpinCo or its Subsidiaries that are SpinCo Entities): (Page 55)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
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> 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 RemainCo Subsidiaries to: (Page 55)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
except for matters set forth in the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following: (Page 42)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
except <omitted> with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following: (Page 42)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
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), <omitted>

Without limiting the foregoing, subject to the exceptions described in clauses (w) through (z) of the foregoing sentence, the Company shall not, and shall not permit any Company Subsidiary to: (Page 16)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
The Company agrees that between the date of this Agreement and the earlier of the  Effective  Time  and  the  valid  termination  of  this Agreement <omitted> ,  except  <omitted> (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted>


 the Company shall not, and shall not permit any Company Subsidiary to: (Page 16)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies to all negative covenants
Without limiting the generality of Section 5.1(a), except for matters set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly required or permitted by this Agreement or required by Law, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, the Company shall not, and shall not permit any other Acquired Company to, do any of the following without the prior written consent of Parent (which, solely in the case of clauses (vi), (viii), (xii), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxiii), (xxvi), (xxvii), and, in respect of the foregoing, (xxix), consent shall not be unreasonably withheld, conditioned or delayed): (Page 40)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies only to specified negative covenants
the Company shall not, and shall not permit any other Acquired Company to, do any of the following without the prior written consent of Parent (which, solely in the case of clauses (vi), (viii), (xii), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxiii), (xxvi), (xxvii), and, in respect of the foregoing, (xxix), consent shall not be unreasonably withheld, conditioned or delayed): (Page 40)

Question: Negative interim operating covenant
Category: Operating and Efforts Covenant
Answer: Applies only to specified negative covenants