theatticusproject/maud huggingface dataset:
8.2. Conditions to Obligations of OCSL and Merger Sub to Effect the Merger. <omitted> (f) No Litigation. There shall be no Proceeding pending that challenges the Mergers or any of the other Transactions or that otherwise seeks to prevent, enjoin, restrain or make illegal the consummation of the Mergers or any of the other Transactions. (Page 59)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
SECTION 6.02. 
Conditions to Obligations of Parent and Merger Sub. 
The respective obligations of Parent and Merger Sub to effect the
Merger shall be further subject to the satisfaction (or waiver by 
Parent, if permissible under applicable Law) on or prior to the Closing 
Date of
the following conditions:

<omitted>

(e) Actions. There shall be no Action pending seeking any Judgment (i) to prevent, prohibit or make illegal the consummation of the Merger, or (ii) prohibit or materially limit Parent’s ability to own, control, direct, manage or operate the Company.  (Page 59)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
ANNEX A CONDITIONS TO THE OFFER <omitted> Notwithstanding any other term of the Offer or this Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) any of the following conditions shall exist: (i) (I) there shall be any Restraint in effect enjoining or otherwise preventing or prohibiting the making of the Offer or the consummation of the Merger or the Offer or any Legal Proceeding that would be (or could reasonably be expected to impose) a Restraint on any party’s ability to consummate the Offer or the Merger or that would be (or could reasonably be expected to impose) a Burdensome Condition  (Page 65)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
Section 6.1 Conditions to Obligations of Each Party. The respective obligations of Parent and Merger Subs, on the one hand, and the Company, on the other hand, to consummate the Closing are subject to the satisfaction (or waiver by Parent and the Company) prior to the Closing of the following conditions: <omitted> (c) No Legal Restraint. No Law in any Specified Jurisdiction, whether preliminary, temporary or permanent, shall be in effect that prevents, makes illegal or prohibits the Mergers, the Parent Stock Issuance or any other transaction contemplated hereby, and there shall be no Action pending that seeks to prevent, make illegal or prohibit the Mergers, the Parent Stock Issuance or any other transaction contemplated hereby (any such Law or Action, a “Legal Restraint”).  (Page 75)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
CONDITIONS TO THE OFFER <omitted> 1. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’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 connection with the Offer, unless, immediately prior to the then applicable Expiration Date: <omitted> (d)            there shall not be instituted or pending any Action seeking any Non-Required Remedy. (Page 42)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
6.3. Additional Conditions to the Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Transactions shall be  subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Parent (it being  understood that each such condition is solely for the benefit of Parent and may be waived by Parent in its sole discretion without notice, liability or  obligation to any Person): 
69 <omitted> 
(c) Injunctions or Restraints on Conduct of Business, <omitted> (ii) there shall not be pending any Legal Proceeding seeking any of the foregoing. (Page 76)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
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: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Governmental litigation only
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: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Governmental litigation only
Section 6.2 Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and Merger Subs to consummate the Closing are subject to the satisfaction (or waiver by Parent) prior to the Closing of the following conditions: (a) Representations and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b) (other than the third sentence thereof), the first sentence of Section 3.2(d), Section 3.2(e), Section 3.3, Section 3.6(b) and Section 3.20) shall be accurate in all respects (read, for purposes of this Section 6.2(a) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be accurate as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (Page 76)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Governmental litigation only
CONDITIONS TO THE OFFER <omitted> Notwithstanding any other term of the Offer or this Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), to pay for any Shares validly tendered and not validly withdrawn prior to any then-scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date: <omitted> (c) any of the following conditions shall exist: <omitted> (ii) The representations and warranties of the Company <omitted> (III) set forth in this Agreement, other than those described in clauses (I) and (II) above, shall not be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Expiration Date as though made as of the Expiration Date, except, in the case of this clause (B), where the failure of such representations and warranties to be so true and correct would not have a Company Material Adverse Effect; provided in each case that representations and warranties made as of a specific date shall be required to be so true and correct (subject to such qualifications) as of such date only (Page 66)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Governmental litigation only
Section 6.     Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations  of  Marvell,  HoldCo,  Bermuda  Merger  Sub  and  Delaware  Merger Sub  to  effect  the  Mergers  and  otherwise  consummate  the Contemplated Transactions are subject to the satisfaction (or waiver by Marvell, on behalf of itself, HoldCo, Bermuda Merger Sub and Delaware Merger Sub), at or prior to the Closing, of each of the following conditions:6.1     Accuracy of Representations. (a)     Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.   85


    (b)     Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (Pages 90-91)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Governmental litigation only
Section 6.     Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub <omitted> (a)     Each of the representations and warranties of the Company contained in this Agreement, other than the Specified Representations, shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.   85


    (b)     Each of the representations and warranties of the Company contained in Sections 2.20, 2.21, 2.23, 2.25 and 2.26 shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (in each case, other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material respects as of such earlier date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all “Material Adverse Effect” and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded. (Pages 90-91)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Governmental litigation only
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): Section 8.1    Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, 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” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Page 48)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Page 48)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Non-Governmental & governmental litigation
CONDITIONS TO THE OFFER <omitted> 1. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’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 connection with the Offer, unless, immediately prior to the then applicable Expiration Date: <omitted> (d)            there shall not be instituted or pending any Action by any Governmental Body seeking any Non-Required Remedy. (Page 42)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Pending
CONDITIONS PRECEDENT TO OBLIGATIONS OF NICOLET <omitted> Section 8.4    No Proceedings. Since the date of this Agreement, there must not have been commenced or be pending any Proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions; or (b) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Contemplated Transactions, in either case that would reasonably be expected by the Nicolet Board to have a Material Adverse Effect on the Surviving Entity.
<omitted> 
(hhh) “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any judicial or governmental authority, including a Regulatory Authority, or arbitrator. (Page 52)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Pending
legal or administrative claim, audit, arbitration, proceeding, suit, charge, claim, complaint, arbitration or action (an “Action”) <omitted> 

SECTION 6.02. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: <omitted>  

(e) Actions. There shall be no Action pending that has been instituted by a Governmental Authority of competent jurisdiction seeking any Judgment (i) to prevent, prohibit or make illegal the consummation of the Merger, or (ii) prohibit or materially limit Parent’s ability to own, control, direct, manage or operate the Company. (Page 59)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Pending
6.3. Additional Conditions to the Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Transactions shall be  subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Parent (it being  understood that each such condition is solely for the benefit of Parent and may be waived by Parent in its sole discretion without notice, liability or  obligation to any Person): 
69 <omitted> 
(c) Injunctions or Restraints on Conduct of Business, <omitted> (ii) there shall not be pending any Legal Proceeding brought by any Governmental Entity of the United States seeking any of the foregoing. (Page 76)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Pending
Section 9.01. Conditions to the Obligations of Each Party. The obligations of the Company, Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by each such party; provided that the condition set forth in ​Section 9.01(a) shall not be waivable) of the following conditions: <omitted> (b)     no Applicable Law or Order preventing or making illegal the consummation of the Mergers or any of the other Transactions shall be in effect, and no litigation or similar legal action by any Governmental Authority (in any jurisdiction in which Parent, the Company or any of their respective Subsidiaries conducts material operations) seeking to prohibit or restrain the Mergers shall be pending;  (Page 114)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Pending
Section 6.     Conditions Precedent to Obligations of Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub The obligations  of  Marvell,  HoldCo,  Bermuda  Merger  Sub  and  Delaware  Merger Sub  to  effect  the  Mergers  and  otherwise  consummate  the Contemplated Transactions are subject to the satisfaction (or waiver by Marvell, on behalf of itself, HoldCo, Bermuda Merger Sub and Delaware Merger Sub), at or prior to the Closing, of each of the following conditions:6.1     Accuracy of Representations. <omitted> 6.10     No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding brought by a Governmental Body: (a) challenging or seeking to restrain or prohibit the consummation of the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect the ability of HoldCo to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the shares of the Surviving Bermuda Company or the stock of the Surviving Delaware Corporation; (c) that could materially and adversely affect the right of HoldCo to own the assets or operate the business of any of the Inphi Entities or the Marvell Entities; (d) seeking to compel HoldCo, any of the other Marvell Entities or any of the Inphi Entities to dispose of or hold separate any material assets as a result of the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions; or (e) relating to the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on HoldCo, any Marvell Entity, any Inphi Entity or any of their respective officers, directors or Affiliates.  (Page 93)

Question: Absence of Litigation Closing Condition
Category: Conditions to Closing
Answer: Pending or threatened (without "writing" requirement)