theatticusproject/maud huggingface dataset:
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: Reasonable best efforts
Section 6.01    Conduct of the Company. The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Part 6.01 of the Company Disclosure Schedule, (iii) reasonably undertaken in connection with any COVID-19 Measures, (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (v) required by Applicable Law or the rules and regulations of Nasdaq, from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 hereof, the Company (A) shall, and shall cause each of its Subsidiaries to use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects, substantially consistent with past practice, (Page 59)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
The Company covenants <omitted> that, except for matters <omitted> (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), <omitted> the Company (A) shall, and shall cause each of its Subsidiaries to use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects, substantially consistent with past practice, (Page 59)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
“ordinary course of business” means an action taken, or omitted to be taken, in the ordinary course of such business in all respects that is materially consistent with past practice, without taking into account the transactions contemplated hereby including the Transactions; provided that “ordinary course of business” shall be deemed to include all Covid-19 Actions. <omitted> 4.1.2 Ordinary and Usual Course. Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below), subject to applicable Law and except (y) as set forth on Schedule 4.1.2 and (z) for Permitted Actions, from the date of this Agreement until the earlier of the Effective Time or an earlier Termination Date, AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects and will not do, and AB will not permit any other AB Subsidiary to do, any of the following: (Page 35)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
“ordinary course of business” means an action taken, or omitted to be taken, in the ordinary course of such business in all respects that is materially consistent with past practice <omitted> Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below) <omitted> AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects (Page 35)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Commercially reasonable efforts
“Ordinary Course of Business” means, with respect to any Person, the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person. <omitted> Section 6.01. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, unless Parent shall otherwise approve in writing, and except as otherwise expressly required by this Agreement, required in order to comply with applicable Law or required in order to comply with COVID-19 Measures, conduct its business in the Ordinary Course of Business, in all material respects, (Page 67)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
“Ordinary Course of Business” means, with respect to any Person, the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person. <omitted> (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, unless Parent shall otherwise approve in writing, <omitted> conduct its business in the Ordinary Course of Business, in all material respects (Page 67)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
Section 6.1 Conduct of Company Business prior to the Effective Time. 

(a) Unless otherwise consented to by Parent in advance in writing, and except (x) in connection with any COVID-19 Responses, (y) as disclosed in Section 6.1(b) of the Company Disclosure Schedule, or (z) as expressly contemplated, required, or permitted by this Agreement or required by applicable Law, during the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business, consistent with past practice, and use reasonable best efforts to (i) preserve intact in all material respects its business organization, assets and operations, and goodwill, (ii) maintain in effect all material   47


Permits necessary for the lawful conduct of its businesses, and (iii) preserve relationships with its customers, suppliers, employees, and any other Person having material business relationships with it and with Governmental Authorities having jurisdiction over its businesses and operations; provided that no action by the Company or any Company Subsidiary to the extent expressly permitted by Section 6.1(b) will be a breach of this Section 6.1(a).  (Pages 48-49)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
Unless otherwise consented to by Parent in advance in writing, <omitted> during the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business, consistent with past practice, and use reasonable best efforts to (Pages 48-49)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
5.1           Conduct of the Business Pending the Merger. The Company covenants and agrees that from the date of this Agreement until the earlier of (1) the Effective Time or (2) termination of this Agreement in accordance with Section 8.1, except as contemplated or permitted by this Agreement or required by applicable Laws or any Governmental Authority or with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course consistent with past practice and (Page 27)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
6.1. Affirmative Covenants of Bryn Mawr. 
 
 From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except required by Law, as otherwise expressly contemplated herein or as set forth in Section 6.1 of Bryn Mawr’s Disclosure Memorandum, Bryn Mawr shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the Ordinary Course <omitted> Ordinary Course” means the conduct of the business of Bryn Mawr and Bryn Mawr Bank in substantially the same manner as such business was operated on the date of this Agreement, including operations in conformance and consistent with Bryn Mawr and Bryn Mawr Bank’s practices and procedures prior to and as of such date. For purposes of this Agreement, the term “Ordinary Course,” with respect to either Party, shall take into account the commercially reasonable action or inaction by such Party and its Subsidiaries in response to the Pandemic to comply with thePandemic Measures to the extent disclosed to the other Party prior to the date hereof. (Page 46)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
unless the prior written consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> Bryn Mawr shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the Ordinary Course <omitted> Ordinary Course” means the conduct of the business of Bryn Mawr and Bryn Mawr Bank in substantially the same manner as such business was operated on the date of this Agreement, including operations in conformance and consistent with Bryn Mawr and Bryn Mawr Bank’s practices and procedures prior to and as of such date. For purposes of this Agreement, the term “Ordinary Course,” with respect to either Party, shall take into account the commercially reasonable action or inaction by such Party and its Subsidiaries in response to the Pandemic to comply with thePandemic Measures to the extent disclosed to the other Party prior to the date hereof. (Page 46)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
5 . 1        Conduct of Businesses 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 Cadence Disclosure Schedule or the BancorpSouth 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), each of BancorpSouth and Cadence shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects,
<omitted>
 (vi)  the terms  “ordinary course”  and  “ordinary course of business” with respect to either party,  shall take into account the commercially reasonable actions taken by such party and its Subsidiaries in response to a Pandemic and the Pandemic Measures. (Page 60)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
except as expressly <omitted> consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), <omitted> Cadence shall, and shall cause each of its <omitted> Subsidiaries to, (a) conduct its business in the ordinary course in all material respects,
<omitted>
 (vi)  the terms  “ordinary course”  and  “ordinary course of business” <omitted>  shall take into account the commercially reasonable actions taken <omitted> in response to a Pandemic and the Pandemic Measures. (Page 60)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
Section 5.1         Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as required or specifically permitted pursuant to this Agreement, (c) as required by Law, (d) for any actions taken or omitted to be taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures (“COVID-19 Response”); provided that (x) if such COVID-19 Response would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1 and could reasonably be expected to have an adverse financial impact on the Company or any Company Subsidiary (including the Canyon Newco Entities) of at least $5,000,000 or could reasonably be expected to otherwise materially and adversely impact the Company and the Company Subsidiaries (including the Canyon Newco Entities), taken as a whole, the Company shall, prior to making any such action, (A) provide prior written notice to Parent describing the material facts regarding the situation and the proposed course of action and (B) reasonably consult with Parent and consider in good faith Parent’s suggestions and/or feedback, and (y) in the case of any other COVID-19 Response that would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1, the Company shall, prior to making any such COVID-19 Response, notify Parent in writing, or (e) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to conduct their business in all material respects in the ordinary course of business consistent with past practice and to keep available the services of their present key employees and maintain their existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other third parties with whom it has material business relations; provided, however, that no action with respect to subject matters specifically addressed by subclauses (ii)(a) through (r) shall be deemed a breach of this clause (i)  (Page 23)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Reasonable best efforts
except <omitted> (e) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to conduct their business in all material respects in the ordinary course of business consistent with past practice <omitted> between the date of this Agreement and the First Effective Time or the date, <omitted> on which this Agreement is terminated (Page 23)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Reasonable best efforts
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: Flat covenant (no efforts standard)
7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with -31- Article IX (the “Interim Period”), except (1) as Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (2) as otherwise expressly contemplated or required by this Agreement, (3) as required by applicable Law, (4) as set forth in Section 7.1(a) of the Company Disclosure Letter or (5) for commercially reasonable actions as reasonably required to comply with or implement COVID-19 Measures, conduct its business in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent in all material respects in nature, scope and magnitude with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, including any commercially reasonable deviations therefrom due to COVID-19 Measures. (Pages 35-36)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
(a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement <omitted> except (1) as Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), <omitted> conduct its business in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent in all material respects in nature, scope and magnitude with the past practices of such Person prior to the date of this Agreement (Pages 35-36)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat covenant (no efforts standard)
Section 6.01          Conduct of the Company. 

(a)          From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (i) as prohibited or required by Applicable Law, (ii) as a result of COVID-19 Measures, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule, or (iv) as otherwise required or expressly contemplated by this Agreement, unless Parent shall have given its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and to preserve intact its business organization, keep available the services of its employees who are integral to the operation of the business as presently conducted and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, that no action by the Company or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 6.01(b)(i) through Section 6.01(b)(xxii) shall be a breach of this sentence. (Page 73)

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