theatticusproject/maud huggingface dataset:
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 shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; <omitted>

“Ordinary Course of Business” shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. (Page 37)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Section 5.1 Conduct of Company Business Prior to the Effective Time.
 (a) Except (i) as required hereby or by applicable Law, (ii) as disclosed in Section 5.1(a) of the Company Disclosure Schedule or (iii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in the Ordinary Course of Business in all material respects
 
 <omitted>
 “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities, consistent with past custom and practice and, except as such term is used in Section 5.1(b), taking into account the conduct and operations of the Company Entities since, and the effect of, the COVID-19 pandemic. (Page 19)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Except <omitted> as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in the Ordinary Course of Business in all material respects
 
 <omitted>
 
 “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities, consistent with past custom and practice (Page 19)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
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 (Page 39)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
4.1    Interim Operations. (a)    The Company agrees that, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course in all material respects (Page 39)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 5.1 Conduct of the Company. 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 expressly permitted or expressly contemplated by this Agreement or the Spin-Off Agreements or actions undertaken to effect the Separation and Distribution and other provisions of 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, and shall cause each of its RemainCo Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices, (Page 55)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement <omitted> except <omitted> as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> the Company shall, and shall cause each of its RemainCo Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices (Page 55)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
SECTION 5.2 Conduct of Business by the Company. Except for matters set forth in Section 5.2 of 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, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course of business in all material respects (Page 42)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
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, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course of business in all material respects, (Page 42)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 5.1            Conduct of Business of the Company.   (a)           Except for matters set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly required or permitted by this Agreement or required by Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), 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, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to maintain its legal existence and conduct its business and the business of its Subsidiaries in the ordinary course in substantially the same manner as previously conducted and (ii) to the extent consistent therewith, use and cause each of its Subsidiaries to use reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, goodwill associated therewith, relationships with regulators and business relationships. (Page 39)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Except for matters <omitted> permitted <omitted> with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement <omitted> the Company shall <omitted> (i) use reasonable best efforts to <omitted> conduct its business and the business of its Subsidiaries in the ordinary course in substantially the same manner as previously conducted (Page 39)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
Section 6.01. Conduct of the Company. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 10, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (with any action taken in response to a COVID-19 Measure and taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice) (Page 50)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
6.1          Conduct of Business by NIC Pending the Closing. 

(a)          NIC agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant t o Section 8.1, except (v) as set forth in Section 6.1 of the NIC Disclosure Letter, (w) in connection with a NIC COVID Action that is required by applicable Law (provided that, if a NIC COVID Action is required in certain jurisdictions where NIC conducts business, NIC may take such NIC COVID Action in any other jurisdiction where NIC conducts business), (x) as contemplated, permitted or required by this Agreement, (y) as may be required by applicable Law, including the regulations or requirements of any stock exchange or regulatory organization applicable to NIC or any NIC Subsidiary, or any NIC Plan, or (z) as consented to in writing by Tyler (such consent not to be unreasonably withheld, conditioned, or delayed, except with respect to Sections 6.1(b)(ii) and 6.1(b)(iv), which may be given in Tyler’s sole discretion), NIC shall, and shall cause each NIC Subsidiary to, use commercially reasonable efforts to (i) conduct its business in the ordinary course of business

<omitted>

“ordinary course of business” means (a) with respect to NIC, a NIC Subsidiary, Tyler, or a Tyler Subsidiary, the ordinary and usual course of business of such Person consistent with past practice, (b) with respect to NIC or a NIC Subsidiary, a NIC COVID Action, or (c) with respect to any individual, any action taken by such individual if such action is taken in the ordinary course of such individual’s normal day-to-day operations consistent with past practice. (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
NIC agrees that between the date hereof and the earlier of the Effective Time <omitted> except (v) as set forth in Section 6.1 of the NIC Disclosure Letter, <omitted> as consented to in writing by Tyler (such consent not to be unreasonably withheld, conditioned, or delayed, except with respect to Sections 6.1(b)(ii) and 6.1(b)(iv), which may be given in Tyler’s sole discretion), NIC shall, and shall cause each NIC Subsidiary to, use commercially reasonable efforts to (i) conduct its business in the ordinary course of business (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
5.1. Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (e) as may be required by applicable Law, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best efforts -57-
 
 
 to maintain its existence in good standing pursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business, except with respect to actions or omissions that constitute COVID-19 Measures; and (Pages 61-62)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
5.1. Affirmative Obligations. Except <omitted> (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); <omitted> the Company will, and will cause each of its Subsidiaries to, <omitted> (ii) <omitted> conduct its business and operations in the ordinary course of business (Pages 61-62)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
5.01 Interim Operations. The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course (Page 48)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 5.1 Conduct of Business. (a) Conduct of Business by the Company. Except as otherwise expressly required or permitted by this Agreement, as set forth in Section 5.1(a) of the Company Disclosure Letter or as may be required by Law (including “shelter-in-place,” “stay-at-home” and similar Laws), during the period from the date of this Agreement until the Effective Time, except as consented to in writing by Parent (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 (i) carry on its business in the ordinary course in all material respects, (Page 74)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
during the period from the date of this Agreement until the Effective Time, except as consented to in writing by Parent (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 (i) carry on its business in the ordinary course in all material respects, (Page 74)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
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 or the Parent 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) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, and (Page 50)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except <omitted> as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, and (Page 50)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: No
Section 6.1           Conduct of Business by the Company.  From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, and except (i) as expressly permitted or required by this Agreement, (ii) as may be required by applicable Law or pursuant to the terms of any Company Benefit Plan in effect as of the date hereof, (iii) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures (provided that, in the case of this clause (iii), the Company shall use reasonable best efforts to consult with Parent prior to or promptly following the taking (or omitting) of any action that would be prohibited or otherwise restricted or required, as applicable, by this Section 6.1 but for this clause (iii) and consider in good faith any reasonable requests by Parent in respect of such actions or omissions), (iv) as set forth in Section 6.1 of the Company Disclosure Letter or (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary not to: 

(a)          (i) conduct its business and the business of the Company Subsidiaries other than in the ordinary course, in any material respect (Page 58)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
except <omitted> (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary not to: 

(a)          (i) conduct its business and the business of the Company Subsidiaries other than in the ordinary course, in any material respect (Page 58)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
1.3 Certain Interpretations.
<omitted>

(i) When used herein, references to “ordinary course” or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
<omitted>

5.1 Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures; or (e) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, each of the Company Parties will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use its respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business; (Page 64)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
(i) When used herein, references to “ordinary course” or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
<omitted>

Except <omitted> (e) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, each of the Company Parties will, and will cause each of its Subsidiaries to, <omitted> use its respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business (Page 64)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
SECTION 5.1 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 expressly permitted or required by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule, the taking of any COVID Action (the “COVID Company Exception”), or to the extent required to comply with applicable Laws, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause each of its subsidiaries to, and the Company shall exercise (and cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture to, (i) conduct its business in the ordinary course of business consistent with past practice and in substantially the same manner as heretofore conducted (Page 46)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
SECTION 5.1 Conduct of Business of the Company Pending the Merger. <omitted> unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause each of its subsidiaries to, and the Company shall exercise (and cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture to, (i) conduct its business in the ordinary course of business consistent with past practice and in substantially the same manner as heretofore conducted (Page 46)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
SECTION 5.01. Conduct of Business of the Company.

(a) Except for matters set forth in Section 5.01(a) of the Company Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law (including any COVID-19 Response) except or with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, the Company shall, and shall cause its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material   39


respects and use commercially reasonable efforts to preserve as substantially intact its organizations, assets, employees, Authorizations, business and its existing relations with key customers, suppliers and other Persons with whom the Company or its Subsidiaries have significant business relationships and use commercially reasonable efforts to keep available the services of its employees (subject to Section 5.01(a)(viii)), in each case, consistent with past practice. (Pages 47-48)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes
except or with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, the Company shall, and shall cause its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice in all material <omitted> respects (Pages 47-48)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Yes