theatticusproject/maud huggingface dataset:
Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and  amend  the  Offer  pursuant  to  the  provisions  of  the Agreement,  Parent  shall  not  be  required  to  accept  for  payment  or,  subject  to  any  applicable  rules  and regulations  of  the  SEC,  including  Rule  14e-l(c)  under  the  1934  Act  (relating  to  Parent’s  obligation  to  pay  for  or  return  tendered  Shares  promptly  after  the termination  or  withdrawal  of  the  Offer),  to  pay  for  any  Shares  validly  tendered  and  not  validly  withdrawn  in  the  Offer,  unless,  immediately  prior  to  the  then applicable Offer Expiration Time: <omitted> (e)         the Company shall have performed or complied with, in all material respects, each covenant, agreement and obligation required by the Merger Agreement to be performed or complied with by it on or prior to the Offer Expiration Time;  (Page 45)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Each Covenant
Section 6.2 Conditions to Obligations of Parent, Merger Sub II and Merger Sub I. The respective obligations of Parent, Merger Sub and Merger Sub I to effect Merger I are further subject to the satisfaction at the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent: <omitted> (b)               Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. (Page 39)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Each Covenant
Section 6.2    Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the following conditions: 

(a)    East shall have performed or complied with all of its covenants, obligations or agreements required to be performed or complied with under Sections 2.1, 2.4(a) and 2.13  in all respects and all other covenants, obligations or agreements in all material respects prior to the Effective Time;  (Page 94)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> Section 8.2    Performance by the Company. The Company shall have performed or complied in all respects all obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) under this Agreement and performed and complied with all other obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Closing Date. (Page 52)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
Section 9.02.          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 of the following additional conditions:   (a)            the Company shall have performed all its covenants under Sections 3.1, 3.06(a) and 3.20 of the Agreement in all respects and all other covenants in all material respects hereunder required to be performed by it at or prior to the Effective Time; (Page 32)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
Section 9.02. 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 of the following further conditions: 
(a)    (i) the Company shall have performed and complied in all respects with all obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) and performed and complied with all other obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Effective Time;  (Page 73)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
7.2 Conditions to Obligations of Parent. The obligation of Parent 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 Company. The Company shall have performed all obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) in all respects and all other obligations, agreements and covenants required to be performed by it under this Agreement in all material respects at or prior to the Effective Time; and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to such effect. (Page 73)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET The obligations of Nicolet to consummate the Contemplated Transactions and to take the other actions required to be taken by Nicolet at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Nicolet in whole or in part): <omitted>
Section 8.2    Performance by the Company. The Company shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, except that with respect to obligations, agreements and covenants required to be performed by it under Sections 4.01 (a) through (c) of the Agreement, the Company shall have performed and complied with them in all respects.  (Page 48)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
Section 6.3 Conditions to Obligations of Realty Income. The obligation of Realty Income to effect the Merger is subject to the satisfaction of the following conditions unless waived by Realty Income in writing: <omitted> 
(b) Performance of Obligations of VEREIT. Each of VEREIT and VEREIT OP shall have performed in all respects all obligations required to be performed by it under Sections 3.4, 3.06(a) and 3.21 of the Agreement and all other obligations required to be performed or complied with under the Agreement in all material respects at or prior to the Closing Date.  (Page 39)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
SECTION 7.03.          Conditions to Obligation of Parent.  The obligation of Parent and Merger Sub to consummate the Merger is further subject to 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 except that with respect to covenants, obligations or agreements under Section 6.01 (u) through (w), the Company shall have performed all its obligations in all respects, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect. (Page 57)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
6.03 Conditions to Obligation of Parent. The obligation of Parent to consummate the Merger is also subject to the fulfillment or written waiver by Parent prior to the Effective Time of each of the following conditions: <omitted> (b) Performance of Obligations of the Company. The Company shall have performed in all respects all obligations, agreements and covenants required to be performed by it under Sections 6.5 (a) through (c) and performed and complied with all other obligations, agreements and covenants required to be performed by it under this Agreementin all material respects at or prior to the Effective Time, and Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company, dated as of the Closing Date, to such effect.  (Page 67)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
Section 6.2 Additional Conditions to Pi’s Obligations. The obligations of Pi to consummate the Integrated Mergers are subject to the satisfaction or, to the extent permitted by Law, the waiver by Pi on or prior to the Effective Time of each of the following conditions: (a) Lambda shall have performed or complied with all of its covenants, obligations or agreements required to be performed or complied with under Sections 3.1, 3.06(a) and 3.20 of the Agreement in all respects and all other covenants, obligations or agreements in all material respects prior to the Effective Time; (Page 89)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: Hybrid/Other Standard
Section 7.02    Conditions to the Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver by Parent, at or prior to Closing, of the following conditions:
<omitted>
(a)  <omitted>
(iv) the representations and warranties of the Company set forth in Article 4 of this Agreement (other than those described in the foregoing clauses (i) through (iii)) shall have been true and correct as of the date of this Agreement and shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) on the Closing Date as if made on the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date); provided, however, that notwithstanding anything in this Agreement to the contrary, the condition set forth in this clause (a)(iv) shall be deemed to have been satisfied even if any representations and warranties of the Company are not so true and correct if the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, have not resulted in a Company Material Adverse Effect; (Page 84)

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: <omitted> (iv) the other representations and warranties of the Company contained in Article IV (disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), except, in the case of this clause (iv) only, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (Page 99)

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: 5.2.1 Representations and Warranties. <omitted> (c) representations and warranties of AB and the Bank contained in this Agreement not otherwise set forth in clause (a) or clause (b) of this Section 5.2.1 will be true and correct in all respects except where the failure to be so true and correct would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to AB, in the case of clause (b) and clause (c) of this Section 5.2.1, disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein, and, in each case, with the same force and effect as though such representations and warranties had been made on and as of Closing (except to the extent that such representations and warranties are by their express provisions made as of a specified date, in which case such representations and warranties will be true and correct in all material respects or true and correct, as the case may be, as of such date). AB and the Bank will have delivered to GBCI a certificate to that effect, executed by a duly authorized officer of AB and the Bank and dated as of the Effective Date. (Page 45)

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: 5.2.1 Representations and Warranties. <omitted>  disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein (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 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> (iii) all other representations and warranties of the Company set forth in Article IV of this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Page 32)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2           Conditions to Obligations of SVB Financial.  The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions: (a)    Representations and Warranties.  The representations and warranties of Boston Private set forth in Section 3.2(a) and Section 3.8(a) (in each case after giving effect to the lead in to Article III) shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis) in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the representations and warranties of Boston Private set forth in Sections 3.1(a), 3.1(b) (with respect to Boston Private Bank only), 3.2(c) (with respect to Boston Private Bank only) and 3.3(a) (in each case, after giving effect to the lead in to Article III) shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date.  All other representations and warranties of Boston Private set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead in to Article III) shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Boston Private or the Surviving Corporation.  SVB Financial shall have received a certificate signed on behalf of Boston Private by the Chief Executive Officer and the Chief Financial Officer of Boston Private to the foregoing effect. (Page 77)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
8.2. 
 Conditions to Obligations of WSFS.
 The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless
 waived by WSFS pursuant to Section 10.6:
 (a)
 Representations and Warranties
 . 
 <omitted>
 The representations and warranties set forth in each other section in ARTICLE 4 shall, in the aggregate, be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such qualifications. (Page 63)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
8.2. 
 Conditions to Obligations of WSFS.
 <omitted>
 (a) Representations and Warranties. 
 <omitted>
 provided, that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such qualifications. (Page 63)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger Sub. The obligations of Parent, US Holdco and Crystal Merger Sub to  effect  the  Mergers  are  also  subject  to  the  satisfaction  or  waiver  (in  writing)  by  Parent  on  or  prior  to  the  Closing  Date  of  each  of  the  following  additional conditions: (a) Representations and Warranties.  Each  of  the  representations  and  warranties  of  the  Company  set  forth  in  (i) Article III (other than Section 3.1(a) (first sentence), Section 3.1(b) (clause (i) of first sentence), Section 3.2(a) (other than the last sentence thereof), Section 3.2(b), Section 3.2(c), Section 3.3(a), Section 3.10(a), Section 3.18, Section 3.19, Section 3.22 and Section 3.24) shall be true and correct (without regard to “materiality” and “Company Material Adverse Effect” qualifiers contained in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (Page 35)

Question: Compliance with Covenant Closing Condition
Category: Conditions to Closing
Answer: All Covenants
7.2 Conditions to Obligations of Buyer and Merger Sub.
The obligations of Buyer and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by Buyer and Merger Sub, at or prior to the Effective Time, of the following conditions:

(a) Representations and Warranties. 
The representations and warranties of Company set forth in
<omitted>
All other representations and warranties of Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be likely to have a Material Adverse Effect on Company or Buyer. If Buyer elects to delay the Closing Date pursuant to Section 1.2(b), all references in this Section 7.2(a) to the Closing Date shall mean the date five (5) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Sections 7.1(a) and 7.1(b) (the “Bringdown Date”), except that this Section 7.2(a) will apply both as of the Bringdown Date and the Closing Date with respect to Sections 3.1, 3.2, 3.3, 3.4 and 3.7. Buyer shall have received as of the Closing Date and, if applicable, the Bringdown Date a certificate signed on behalf of Company by the chief executive officer or the chief financial officer of Company to the foregoing effect. (Page 62)

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