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abridged | contract_85 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_85 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_96 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_96 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_97 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_97 | the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (Page 50) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_95 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_95 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_100 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_100 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_106 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_106 | 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 <omitted> ) <omitted> the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course (Page 48) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_108 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_108 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_109 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_109 | 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) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_110 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_110 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_111 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_111 | (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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_103 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_103 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_104 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_104 | 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) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_114 | Section 5.1 Conduct of Company Business During Pendency of Merger.
(a) From and after the date of this Agreement and prior to earlier of the Effective Time and the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1 (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Parent shall be deemed to have approved in writing if it provides no response within five (5) Business Days after written request by the Company in accordance with Section 9.7 of this Agreement for such approval, (iii) as may be expressly required or permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to (A) conduct its business in all material respects in the ordinary course consistent with past practices and (B) use its commercially reasonable efforts to preserve intact in all material respects its business organization and business relationships; provided, however, that no action taken by the Company or its Subsidiaries that is expressly permitted by any provision of Section 5.1(b) (including any qualification or exception to any of the restrictions set forth in Section 5.1(b)) shall be deemed to be a breach of this Section 5.1(a). (Page 35) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_114 | except <omitted> as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned <omitted> the Company shall, and shall cause its Subsidiaries to (A) conduct its business in all material respects in the ordinary course consistent with past practices (Page 35) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_120 | 5.1 Affirmative Obligations. Except (a) as contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law; (e) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (f) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); provided that Parent shall be deemed to have approved in writing if it provides no response within five (5) Business Days after a request by the Company for such approval, 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 “Interim Period”), the Company will, and will cause each of its Subsidiaries to (i) maintain its existence in good standing pursuant to applicable law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use commercially reasonable efforts to conduct its business and operations, in all material respects, in the ordinary course of business; and (Page 61) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_120 | Except <omitted> as approved in writing in advance by Parent <omitted> the Company will, and will cause each of its Subsidiaries to <omitted> use commercially reasonable efforts to conduct its business and operations, in all material respects, in the ordinary course of business (Page 61) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_126 | Section 5.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xix), (xxii) and (xxiv) (or (xxix) with respect to any of the foregoing) of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business and use reasonable best efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (ii) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (iii) preserve its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a)); (Page 53) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_126 | Section 5.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, <omitted> except <omitted> as consented to in writing by Parent <omitted> such consent not to be unreasonably withheld, conditioned or delayed <omitted> the Company (a) shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business (Page 53) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_131 | 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 TCF 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) TCF shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects and (Page 53) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_131 | except as <omitted> as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) TCF shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course (Page 53) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_134 | Section 6.01. Conduct of the Company. Except for matters set forth in Section 6.01 of the Company Disclosure Letter, as contemplated by this Agreement (including any actions taken by the Company or any of its Subsidiaries pursuant to Section 8.07(h)), as required by Applicable Law or Contract, due to factors excluded from the definition of Material Adverse Effect, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed to be given if, within five (5) Business Days after the Company has provided to Parent a written request for consent, Parent has not rejected such request in writing), from and after the date hereof until the earlier of the Effective Time or the date this Agreement is terminated, as applicable, (I) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures) and use its reasonable best efforts to (x) preserve intact its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain existing relationships with its material suppliers and others having material business relationships with it, and, without limiting the generality of the foregoing, <omitted> References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the Company and the Subsidiaries of the Company, taken as a whole, materially consistent with past practice, and, except with respect to Section 6.01(II),reasonable actions or omissions taken or to be taken by the Company in good faith from time to time in response to changing economic and other conditions, circumstances or events relating to or arising from COVID-19 or COVID-19 Measures and the results thereof. (Page 27) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_134 | Except for <omitted> with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, <omitted> ), <omitted> (I) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course <omitted> References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the Company and the Subsidiaries of the Company, taken as a whole, materially consistent with past practice, (Page 27) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_141 | Section 5.1 Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law or any Governmental Entity of competent jurisdiction, (ii) for any actions taken reasonably and in good faith to respond to COVID-19 Measures (provided that prior to taking any material actions that the Company intends to take, to the extent the Company intends to take such actions in reliance on this clause (ii), the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) prior to taking such actions), (iii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Parent shall be deemed to have consented in writing if it provides no response within five (5) business days after a request by the Company for such consent, (iv) as may be required or expressly contemplated by this Agreement, or (v) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company covenants and agrees with Parent to use commercially reasonable efforts to, and to cause each of its Subsidiaries to use its commercially reasonable efforts to, conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business and, to the extent consistent therewith, use commercially reasonable efforts to preserve its assets and business organization intact in all material respects; (Page 38) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_141 | except <omitted> (iii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Parent shall be deemed to have consented in writing if it provides no response within five (5) business days after a request by the Company for such consent, <omitted> the Company covenants and agrees with Parent to use commercially reasonable efforts to, and to cause each of its Subsidiaries to use its commercially reasonable efforts to, conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business (Page 38) | No | 0 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_144 | SECTION 5.01. Conduct of Business. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to use reasonable best efforts to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (Page 47) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_144 | the Company shall, and shall cause each of the Company Subsidiaries to use reasonable best efforts to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted (Page 47) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_149 | Section 5.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as may be required by Law, (B) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly contemplated or required pursuant to this Agreement, (D) for any reasonable and good faith actions taken or omitted to be taken, or any plans, procedures and practices adopted, solely to preserve the property and assets of the Company and its Subsidiaries or to protect the safety or health of personnel of the Company and its Subsidiaries in connection with the COVID-19 pandemic, in each case (i) consistent with prior practice or with respect to which the Company has reasonably consulted with Parent (to the extent practicable), and (ii) other than with respect to Section 5.1(a), Section 5.1(b), Section 5.1(c), Section 5.1(d), Section 5.1(k), Section 5.1(m), Section 5.1(q), Section 5.1(r), Section 5.1(s), and Section 5.1(y), to which this clause (D) shall not apply, and Section 5.1(n), to which this clause (D) shall be limited as set forth therein, or (E) as set forth in Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause its Subsidiaries to, conduct the business of the Company and its Subsidiaries in the ordinary course of business and in a manner consistent with past practice and use reasonable best efforts to preserve its assets and business organization and maintain its existing relationships and goodwill with material customers, suppliers, distributors, Governmental Authorities and business partners, and to keep available the services of its officers and key employees, and (y) the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly: (Page 24) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_149 | Section 5.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as may be required by Law, (B) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (Page 24) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_145 | Section 4.1 Covenants of East.
(a) Except (i) as provided in Section 4.1(a) of the East Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly permitted by this Agreement, (iv) with the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned), or (v) as expressly provided for in East’s capital budget (the “East Budget”), a correct and complete copy of which has been made available to Central, from the date hereof until the earlier of the Effective Time or the date this Agreement shall be terminated in accordance with Article VII (the “Pre-Closing Period”), East (which for purposes of this Section 4.1 shall include the East Subsidiaries) shall, (A) conduct the business and operations of East and the East Subsidiaries, taken as a whole, in all material respects in the ordinary course consistent with past practice (Page 62) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_145 | Except <omitted> (iv) with the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned), <omitted> from the date hereof until the earlier of the Effective Time or the date this Agreement shall be terminated in accordance with Article VII (the “Pre-Closing Period”), East (which for purposes of this Section 4.1 shall include the East Subsidiaries) shall, (A) conduct the business and operations of East and the East Subsidiaries, taken as a whole, in all material respects in the ordinary course consistent with past practice (Page 62) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_150 | 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 consistent with past practice in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization and maintain satisfactory relationships with customers, suppliers and distributors and other Persons with whom the Company or any Company Subsidiary has material business relations (Page 51) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
abridged | contract_150 | 4.1 Interim Operations. (a) <omitted> 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 consistent with past practice in all material respects (Page 51) | Yes | 1 | Includes "consistent with past practice" | <NONE> | Ordinary course covenant | 118 | Operating and Efforts Covenant |
main | contract_138 | Section 6.01. Conduct of the Company. Except (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> from the date hereof until the Effective Time (provided, that the Company shall give Parent written notice of any such action that is material to the Company’s or its Subsidiaries’ business within 24 hours thereof), the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) preserve substantially intact its business, organization, assets and properties, and (2) preserve in all material respects its relationships with any customers, suppliers, vendors, payors, partners, Governmental Authorities, licensors, licensees and any other Persons with which it has material business relations, in each case in this clause (a) in the ordinary course of business, and (y) and (b) shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_98 | Section 4.1 Covenants of the Company. (a) From and after the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with its terms, and except as (i) expressly contemplated or required by this Agreement, (ii) set forth in Section 4.1 of the Company Disclosure Letter, (iii) required by applicable Law or (iv) with Parent’s prior written consent (which consent is not to 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 the ordinary course in all material respects and to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, managers, operators, distributors, creditors, lessors and tenants, and shall maintain the status of the Company (and any of its applicable Subsidiaries) as a REIT (provided that in no event shall the Company be required to change its practices, classifications or tax positions as of the date of this Agreement as a result of this clause (a) in order to maintain its REIT status absent changes in applicable Law) provided that (i) no action by the Company or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 4.1(b)(i) through 4.1(b)(xxix) shall be deemed to be a breach of this Section 4.1(a) and (ii) any failure to take any action prohibited by Section 4.1(b)(i) through 4.1(b)(xxix) shall not be deemed a breach of this Section 4.1(a); and provided, further that this Section 4.1(a) shall not prohibit the Company or its Subsidiaries from taking commercially reasonable actions in response to the actual or anticipated effects of COVID-19 or any COVID- 19 Measures (subject, in the case of this second proviso, to consultation with Parent in advance of taking such actions to the extent reasonably practicable). (Page 19) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_34 | Section 5.1 Interim Operations of the Company and Parent.
(a) From the date of this Agreement and until the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as (v) otherwise expressly contemplated by this Agreement, (w) set forth in the applicable subsection of Section 5.1 of the Company Disclosure Letter (it being agreed that disclosure of any item in any subsection of Section 5.1 of the Company Disclosure Letter shall be deemed 36
disclosure with respect to any other subsection of Section 5.1 of the Company Disclosure Letter only to the extent that the relevance of such item to such subsection is reasonably apparent on its face), (x) required by applicable Law, (y)(A) required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of its Subsidiaries reasonably and in good faith to respond to COVID-19 or COVID-19 Measures or (B) taken (or not taken) by the Company or any of its Subsidiaries reasonably and in good faith to respond to any other extraordinary event that was not reasonably foreseeable as of the date of this Agreement and occurring after the date of this Agreement that is outside of the control of the Company or its Affiliates and is outside of the ordinary course of business of the Company and its Subsidiaries and Joint Ventures (and is not related to a Company Takeover Proposal); provided that prior to taking any actions in reliance on this clause (y), which would otherwise be prohibited by any provision of this Agreement, the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto or (z) 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 its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all material applicable Laws, and shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve intact its present business organization, keep available the services of its directors, officers and employees and maintain existing relations and goodwill with customers, distributors, lenders, partners (including Joint Venture partners and others with similar relationships), suppliers and others having material business associations with it or its Subsidiaries; (Pages 40-41) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_130 | Section 5.01 Conduct of Business of the Company. (a) During the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, except as expressly permitted by this Agreement (including the restrictions contemplated in this Section 5.01(a)) or as required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice, (Page 36) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_86 | Section 5.01 Conduct of Business by the Company Pending the Merger. The Company agrees that between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with ARTICLE VII, except (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as expressly required or expressly provided for by this Agreement, (y) as required by applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulations of Nasdaq or pursuant to any COVID-19 Measures or (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business and operations in all material respects in the ordinary course of business, (Page 16) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_32 | 5.2 Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as prohibited or required by applicable Legal Requirements, (x) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, and provided that no consent shall be required if the Company reasonably believes after consulting with outside legal counsel that seeking such consent would violate Antitrust Law), (y) for any action required to be or reasonably taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise required or reasonably taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause each Acquired Corporation to, use commercially reasonable efforts to conduct its business and operations in the ordinary course in all material respects (Page 41) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_35 | Section 5.1 Conduct of Company Business Prior to the First Effective Time. (a) Except (i) as required hereby or by applicable Law (including any COVID-19 Measure), (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 First Effective Time, the Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business in all material respects and, to the extent consistent therewith, use commercially reasonable efforts <omitted> “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities or Parent Entities, as applicable, consistent with past custom and practice; provided, that no action or omission that would constitute a breach of Contract, violation of Law or any tort (including negligence) shall be an action or omission in the Ordinary Course of Business. (Page 52) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_50 | 6.1 Conduct of Business by the Paired Entities. Except as (A) may be required by Law, (B) any COVID-19 Response after written notice to and, to the extent practicable under the circumstances, consultation with, Parent, (C) set forth in Section 6.1 of the Paired Entities Disclosure Schedule, (D) consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (E) otherwise specifically contemplated or required under this Agreement (or as permitted under the exceptions set forth in Sections 6.1(a) through (t) below), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement, (x) each of the Paired Entities shall use commercially reasonable efforts to, and shall cause each of the Paired Entities Subsidiaries to use commercially reasonable efforts to, (i) carry on their respective businesses in the ordinary course of business consistent with the Operating Budget and the Capital Expenditure Budget and past practice, (Page 46) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_77 | “Pandemic Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, reduced capacity, social distancing, shut down, closure, sequester or other directives, guidelines, executive orders, mandates or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic. <omitted>
Section 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 expressly set forth in Section 5.1 or Section 5.2 of the KTYB Disclosure Schedule), required by law (including the Pandemic Measures), required by any Regulatory Agencies or as consented to in writing by the other party (which consent will not be unreasonably withheld, conditioned or delayed), each party shall, and shall cause each of its Subsidiaries to, (a) conduct its respective businesses in the ordinary course, consistent with past practices, in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (b) take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1, Section 5.2 (other than Section 5.2(b) and Section 5.2(f), to which this sentence shall not apply) or Section 5.3 (other than Section 5.3(b), to which this sentence shall not apply), a party and its Subsidiaries may take any commercially reasonable actions that such party reasonably determines are necessary or prudent for it to take or not take in response to the Pandemic or the Pandemic Measures; provided, that such party shall provide prior notice to the other party to the extent such actions would otherwise require consent of the other party under this Section 5.1, Section 5.2 or Section 5.3. (Page 35) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_6 | “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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_1 | Section 6.1. Covenants of the Company (a) Except (i) as set forth in Section 6.1(a) of the Company Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly permitted by this Agreement, (iv) any COVID-19 Measure or (v) with the prior written consent of Parent (which consent shall be requested by the Company in accordance with Section 6.1(c) and will not be unreasonably delayed, withheld or conditioned by Parent), from the date of this Agreement until the earlier of the Acceptance Time or the date this Agreement is terminated pursuant to Article VIII (the “Pre-Closing Period”), the Company shall, and shall cause its Subsidiaries to use commercially reasonable efforts to (A) carry on its business in the ordinary course of business, (Page 21) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_111 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_141 | Section 5.1 Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law or any Governmental Entity of competent jurisdiction, (ii) for any actions taken reasonably and in good faith to respond to COVID-19 Measures (provided that prior to taking any material actions that the Company intends to take, to the extent the Company intends to take such actions in reliance on this clause (ii), the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) prior to taking such actions), (iii) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Parent shall be deemed to have consented in writing if it provides no response within five (5) business days after a request by the Company for such consent, (iv) as may be required or expressly contemplated by this Agreement, or (v) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company covenants and agrees with Parent to use commercially reasonable efforts to, and to cause each of its Subsidiaries to use its commercially reasonable efforts to, conduct the business of the Company and its Subsidiaries in all material respects in the ordinary course of business and, to the extent consistent therewith, use commercially reasonable efforts to preserve its assets and business organization intact in all material respects; (Page 38) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_27 | Section 5.1 Conduct of the Company. (a) From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement, (iv) in connection with a Company COVID Action or (v) as set forth in Section 5.1 of the Company Disclosure Letter, the Company covenants and agrees that it shall use commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in all material respects in the Ordinary Course of Business, and shall use commercially reasonable efforts to preserve intact their present lines of business, and to maintain their rights, franchises and Company Permits;
<omitted>
(xli) “Ordinary Course of Business” shall describe any action taken by a person if such action is (A) consistent with such person’s past practices and/or is taken in the ordinary course of such person’s normal day-to-day operations, (B) in the case of an action taken by the Company or any of its Subsidiaries, a Company COVID Action and (C) in the case of an action taken by Parent or any of its subsidiaries, a Parent COVID Action. (Page 55) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_117 | 6.1 Conduct of Company Business Pending the Merger. (a) Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company 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 commercially reasonable efforts to conduct its businesses in the Ordinary Course in all material respects <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 (Page 51) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_127 | SECTION 5.01. Conduct of Business. (a) Except as required by applicable Law, Judgment or Governmental Authority, as expressly required or expressly permitted by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, during the period from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement is terminated pursuant to Section 7.01), unless Parent otherwise expressly provides consent in writing in advance of the Company taking or omitting to take any action (such consent not to be unreasonably withheld, conditioned or delayed): (i) the Company shall use its commercially reasonably efforts to carry on its business in all material respects in the ordinary course of business, <omitted>
“ordinary course of business” shall mean the ordinary course of business consistent with past practice. (Page 38) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_37 | Section 5.1 Conduct of Business by the Company Pending the Closing. (a) The Company agrees that between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as set forth in Section 5.1 of the Company Disclosure Letter, (ii) as expressly contemplated by or required pursuant to this Agreement, (iii) as may be required by applicable Law or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall maintain its qualification for taxation as a REIT and shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to (x) conduct its business in all material respects in the ordinary course of business and in compliance with applicable Laws, (y) maintain in all material respects its business organization and business relationships, and (z) maintain its material assets and properties in their current condition, ordinary wear and tear excepted; provided, that no action by the Company or the Company Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. <omitted> “Ordinary course of business” shall be understood to include any action reasonably taken or not taken in response to exigent circumstances, but shall otherwise be understood to be consistent with past practice. <omitted> Section 6.8 COVID-19. Notwithstanding anything to the contrary contained in Section 5.1, nothing in Section 5.1 shall prevent the Company or any of their respective Subsidiaries from taking or failing to take any commercially reasonable action, including the establishment of any policy, procedure or protocol, reasonably and in good faith in response to COVID-19 or any COVID-19 Measures, and no such commercially reasonable action or omission shall be deemed to violate or breach Section 5.1. (Page 23) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_55 | Section 6.2 Operation of the Company’s Business.
(a) During the Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (B) any action required to be taken, or omitted to be taken, -36-
pursuant to COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall use its commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course (Pages 40-41) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_108 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_118 | Section 5.1 Conduct of Business by the Company Pending the Mergers. During the period from the date of this Agreement to the earlier of the Partnership Merger Effective Time and the termination of this Agreement in accordance with Section 7.1 (the “Interim Period”), except as (a) otherwise expressly contemplated or permitted by this Agreement, (b) as required by Law, (c) required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of the Company Subsidiaries reasonably and in good faith to respond to COVID-19 Measures after using commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto, (d) as set forth in Section 5.1 of the Company Disclosure Letter or (e) to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned, the Company shall, and shall cause each Company Subsidiary to, in all material respects, use commercially reasonable efforts (i) to carry on their respective businesses in the ordinary course of business consistent with the Company Budget, (ii) to maintain and preserve substantially intact their respective current business organizations, (iii) to retain the services of their respective current officers and key employees, (iv) to preserve their goodwill and relationships with tenants, customers and others having business dealings with them and (v) to preserve their assets and properties in good repair and condition (normal wear and tear excepted <omitted> All references to the “ordinary course of business” shall mean the “ordinary course of business consistent with past practice”. (Page 25) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_26 | 5.1 Affirmative Obligations. Except (a) as contemplated by this Agreement (including the activities of the Company pursuant to Section 5.3, Section 6.6 and Section 6.21); (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as prohibited by Section 5.2; (d) as required by applicable Law; (e) for any reasonable actions taken in good faith to respond to the actual effects of COVID-19 or COVID-19 Measures; or (f) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed), 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 “Interim Period”), the Company will, and will cause each of its Subsidiaries to (i) subject to the restrictions and exceptions set forth in Section 5.2 of this Agreement, use commercially reasonable efforts to carry on its business, in all material respects, in the ordinary course of business consistent with past practice; and (ii) use its commercially reasonable efforts to (A) preserve intact its present business, (B) keep available the services of its officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and other Persons with which it has significant business dealings; provided that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act of any Company Group Member in order to comply with the express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1 or any other subsection of Section 5.2. (Page 49) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_57 | Section 6.2 Operation of the Company’s Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Laws, (B) for any action reasonably taken, or omitted to be taken, as required by or to comply with COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Acquired Companies shall use commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course and (ii) preserve intact the material components of the Company’s current business organization, including by maintaining its relations and goodwill with all material suppliers, material customers, Governmental Bodies and other material business relations (it being understood that with respect to the matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the more general provision of this Section 6.2(a)). (Page 29) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_120 | 5.1 Affirmative Obligations. Except (a) as contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law; (e) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (f) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); provided that Parent shall be deemed to have approved in writing if it provides no response within five (5) Business Days after a request by the Company for such approval, 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 “Interim Period”), the Company will, and will cause each of its Subsidiaries to (i) maintain its existence in good standing pursuant to applicable law (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States); (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use commercially reasonable efforts to conduct its business and operations, in all material respects, in the ordinary course of business; and (Page 61) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_63 | “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 or taken or not taken reasonably in response to exigent circumstances. <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 or deemed advisable by the Company, acting reasonably, in connection with the termination or modification of COVID-19 Measures, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business, in all material respects, and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, distributors, and employees.
<omitted>
“Ordinary Course of Business” means
<omitted>
the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement (Pages 29-30) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_2 | Section 6.2 Operation of the Business. (a) During the Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (B) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course and (ii) preserve intact the material components of the current business organization of the Company and its Subsidiaries, including by maintaining their relations and goodwill with all material suppliers, material customers, Governmental Bodies and other material business relations (it being understood that with respect to the matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the more general provision of this Section 6.2(a)). (Page 27) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_140 | Section 4.1 Covenants of VEREIT. (a) From and after the date hereof until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, and except (i) as expressly contemplated or permitted by this Agreement, (ii) to the extent required in order to effect the Separation or the OfficeCo Distribution on the terms and conditions set forth herein, (iii) as set forth in Section 4.1(a) of the VEREIT Disclosure Letter, (iv) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to VEREIT or any of its Subsidiaries, (v) to the extent action is reasonably taken (or reasonably omitted) in response to Covid-19 or Covid-19 Measures that are reasonably necessary to protect the health and safety of VEREIT’s or its Subsidiaries’ employees and other individuals having business dealings with or relating to VEREIT or any of its Subsidiaries or to respond to third-party supply, customer, service or other business disruptions caused by Covid-19 or any Covid-19 Measures, or (vi) with Realty Income’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed), VEREIT agrees as to itself and its Subsidiaries that such entities shall use commercially reasonable efforts to (1) carry on their respective businesses in the ordinary course consistent with past practice in all material respects, (2) maintain their material assets and properties in their current condition in all material respects (normal wear and tear and damage caused by casualty or by any reason outside of VEREIT and its Subsidiaries’ reasonable control excepted), (3) preserve VEREIT’s business organization intact, and to maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors and tenants, (4) maintain all insurance policies in all material respects and (5) maintain the status of VEREIT as a REIT. (Page 23) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_42 | 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 Section 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; provided, that Parent shall be deemed to have approved in writing if it provides no written response within five Business Days after a written request by the Company for such approval in compliance with the terms of Section 9.01), (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, 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, (2) maintain its business as a going concern, (3) keep available the services of its current officers and key employees and to preserve the goodwill of and maintain satisfactory relationships with those Persons having material business relationships with the Company and its Subsidiaries and (4) preserve intact its business organization, (Page 58) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_0 | “Ordinary Course of Business” means, in reference to any action taken by the Company, including indirectly through any of the Subsidiaries, that such action (or inaction) (i) is consistent with the Company’s past practices and (ii) is taken (or refrained from being taken) in the ordinary course of the Company’s business. <omitted>
4.1. Conduct of Business of the Company and the Subsidiaries. During the period from the Original Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (the “Pre-Closing Period”) except (w) to the extent expressly provided otherwise in this Agreement, (x) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any written (including e-mail) consent provided in connection with the Original Agreement during the period from the Original Agreement Date to the Agreement Date, (y) as set forth in Schedule 4.1 to the Company Disclosure Letter (denoting the relevant subsection below); provided that the Company will deliver a supplement to Schedule 4.1 of the Company Disclosure Letter concurrently with the execution of this Agreement, or (z) as necessary to comply with Applicable Legal Requirements or Material Contracts in effect on the Original Agreement Date or the Agreement Date and made available to Parent or entered with Parent’s prior written consent, the Company shall, and shall cause each Subsidiary to, use commercially reasonable efforts to:
(a) conduct the Business in the Ordinary Course of Business; (Page 54) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_38 | 4.2. Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, or (C) as set forth in Part 4.2 of the Company Disclosure Schedule, the Company shall use commercially reasonable efforts to (x) ensure that each Acquired Corporation conducts its business in the ordinary course consistent with past practice, and (y) preserve its business material assets, properties, Contracts, employees, Governmental Authorizations and business relationships, and (ii) the Company shall promptly notify Parent of (A) any knowledge of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened in writing, relating to or involving any Acquired Corporation that relates to the consummation of the Transactions. (Page 37) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_23 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_123 | SECTION 6.1 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 IX, except as otherwise expressly required or permitted by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter, as required by applicable Laws or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall use its commercially reasonable efforts to conduct the business of the Company and its subsidiaries in the Ordinary Course and to preserve substantially intact its business organization and material business relationships with employees, customers, suppliers, creditors, lessors and other Persons with whom the Company or any of its subsidiaries has material business relations and to maintain its insurance coverage with respect to any material assets <omitted> (t) “Ordinary Course” means, with respect to any Person, the ordinary and usual course of business of such Person consistent with past practice (taking into account quantity and frequency); (Page 51) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_4 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_110 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_28 | “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent 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, but excluding any conduct that would reasonably be expected to violate applicable Law in any material respect. <omitted> 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 pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business (Page 66) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_46 | Section 6.01. Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice (with any COVID- 19 Response disclosed to Parent 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) (Pages 81-82) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_150 | 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 consistent with past practice in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization and maintain satisfactory relationships with customers, suppliers and distributors and other Persons with whom the Company or any Company Subsidiary has material business relations (Page 51) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_21 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_109 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_107 | SECTION 7.1. Conduct of the Company.
(a) During the Pre-Closing Period, except (i) as set forth in Section 7.1 of the Company Disclosure Letter, (ii) as required by the express terms of this Agreement, (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), or (iv) as required by applicable Law (including COVID-19 Measures), the Company shall, and shall cause the Company Subsidiaries to, (x) conduct their respective business only in the ordinary and usual course of business and consistent with past practice, (Page 63) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_100 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_30 | 5.01 Forbearances of CBTC. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement or Previously Disclosed, without the prior written consent of United (which consent shall not be unreasonably withheld, delayed or conditioned), CBTC will not, and will cause each of its Subsidiaries not to: (a) Ordinary Course. Conduct the business of CBTC and its Subsidiaries other than in the ordinary course, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, make any capital expenditure in excess of $500,000 in the aggregate or take any action reasonably likely to have an adverse effect upon CBTC’s ability to perform any of its material obligations under this Agreement. For purposes of this Agreement, the term “ordinary course,” with respect to either party, shall take into account the commercially reasonable actions taken by such party and its Subsidiaries in response to the Pandemic and the Pandemic Measures. (Page 17) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_12 | “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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_25 | SECTION 5.01. Conduct of Business. (a) Conduct of Business by the Company. Except for matters set forth in the Company Disclosure Letter, required by applicable Law or otherwise expressly permitted or expressly contemplated by this Agreement or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary course in all material respects and use commercially reasonable efforts to preserve intact its business organization and business relationships (Page 32) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_125 | With respect to an action taken or not taken by any Person, “ordinary course” means an action or inaction that is consistent in nature, scope, frequency, timing and magnitude with the ordinary course of business and the past practices of such Person. <omitted>
Section 6.1 Conduct of the Company. Except as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course, and use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. (Page 43) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_101 | Section 5.1. Conduct of Business by the Company Pending the Merger. (a) From and after the date hereof and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with key customers, suppliers, partners, and other third parties with whom the Company and its Subsidiaries have significant business relationships. <omitted> “Ordinary Course of Business” means the ordinary course of business consistent with the past practice of the Company; (Page 41) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_135 | Section 5.1 Conduct of Business of the Company. (a) Except (A) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (B) for matters set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly required or permitted by this Agreement or (C) as may be required by Law, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct its business and the business of its Subsidiaries in all material respects in the ordinary course (other than in connection with COVID-19 Measures) <omitted> The terms “ordinary course” or “ordinary course of business” or words of similar import when used in this Agreement mean “ordinary course of business consistent with past practice”. (Page 29) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_136 | Section 5.2 Operation of the Company’s Business. (a) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as required by applicable Legal Requirements, (x) with the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (y) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses in all material respects in the ordinary course and in compliance in all material respects with all applicable Legal Requirements, <omitted> “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of the Company’s and its Subsidiaries’ business, consistent with past practice (including, for the avoidance of doubt, recent past practice in light ofCOVID-19). (Page 41) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_17 | 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 CIT Disclosure Schedule or the BancShares Disclosure Schedule),
44
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 BancShares and CIT shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (Pages 52-53) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_134 | Section 6.01. Conduct of the Company. Except for matters set forth in Section 6.01 of the Company Disclosure Letter, as contemplated by this Agreement (including any actions taken by the Company or any of its Subsidiaries pursuant to Section 8.07(h)), as required by Applicable Law or Contract, due to factors excluded from the definition of Material Adverse Effect, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed to be given if, within five (5) Business Days after the Company has provided to Parent a written request for consent, Parent has not rejected such request in writing), from and after the date hereof until the earlier of the Effective Time or the date this Agreement is terminated, as applicable, (I) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures) and use its reasonable best efforts to (x) preserve intact its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain existing relationships with its material suppliers and others having material business relationships with it, and, without limiting the generality of the foregoing, <omitted> References to “ordinary course” or “ordinary course of business” refers to the ordinary course of business of the Company and the Subsidiaries of the Company, taken as a whole, materially consistent with past practice, and, except with respect to Section 6.01(II),reasonable actions or omissions taken or to be taken by the Company in good faith from time to time in response to changing economic and other conditions, circumstances or events relating to or arising from COVID-19 or COVID-19 Measures and the results thereof. (Page 27) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_121 | Section 6.1 Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or COVID-19 Measures, provided that such action (or omission) is reasonably consistent with Company’s and Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or COVID-19 Measures and discussed in advance with Parent, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or expressly permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers, (D) maintain all Company Insurance Policies and (E) maintain the status of Company as a REIT. (Page 39) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_99 | 6.1 Conduct of Business by the Company and Parent Pending the Closing.
(a) The Company agrees that, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article 8, except as set forth in Section 6.1(a) of the Company Disclosure Letter, as required by applicable Law (including any COVID-19 Measures) or as expressly required by this Agreement, or otherwise with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, (1) conduct its operations in all material respects in the ordinary course of business consistent with past practice, (2) use its commercially reasonable efforts to maintain and preserve substantially intact its business organization, (3) use its commercially reasonable efforts to preserve its relationships with key employees, customers, suppliers, developers, contractors, vendors, licensors, licensees, distributors, lessors and others having significant business dealings with the Company or any of the Company Subsidiaries and (4) comply in all material respects with applicable Law; provided, that during any period of full or partial suspension of operations related to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (as determined by the Company in good faith) (i) to protect the health and safety of the Company’s or its Subsidiary’s employees and other individuals having business dealings with the Company or its Subsidiary or (ii) to reasonably respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures; provided, further, that following any such suspension, to the extent that the Company or any of its Subsidiaries took any actions pursuant to the immediately preceding proviso that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, the Company and its Subsidiaries will resume conducting its business -43-
in the ordinary course of business consistent with past practice in all material respects as soon as reasonably practicable. (Pages 47-48) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_97 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_81 | Section 4.1 Covenants of Lambda. (a) Except (i) as provided in Section 4.1(a) of the Lambda Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly permitted by this Agreement, or (iv) with the prior written consent of Pi (which consent shall not be unreasonably delayed, withheld or conditioned), from the date hereof until the earlier of the Effective Time or the date this Agreement shall be terminated in accordance with Article VII (the “Pre-Closing Period”), Lambda (which for purposes of this Section 4.1 shall include the Lambda Subsidiaries) shall, (A) conduct the business and operations of Lambda and the Lambda Subsidiaries, taken as a whole, in all material respects in the ordinary course consistent with past practice (Page 60) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_124 | 6.1 Affirmative Covenants of SB and Buyer. (a) 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 Buyer shall have been obtained (which Consent shall not be unreasonably withheld, delayed, or conditioned), and except as otherwise expressly contemplated herein, SB shall, and shall cause each of its Subsidiaries to, (i) operate its business only in the usual, regular, and ordinary course (Page 18) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_70 | Section 6.01 Conduct of Business of the Company. The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the Effective Time, and except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), (1) conduct its business in all material respects in the ordinary course of business consistent with past practice (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures), and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having material business relationships with it. (Page 50) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
main | contract_102 | 6.1. Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as expressly permitted by this Agreement or with the prior written consent of the other parties hereto, which prior written consent shall not be unreasonably delayed, conditioned or withheld, each of OCSL and OCSI shall, and shall cause each of its respective Consolidated Subsidiaries to, (a) conduct its business in the ordinary course of business and consistent with past practice and each of OCSI’s and OCSL’s investment objectives and policies as publicly disclosed, respectively, and (b) use reasonable best efforts to maintain and preserve intact its business organization and existing business relationships. (Page 42) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
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