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abridged | 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>
The Company shall <omitted> from and after the date of this Agreement until the earlier of the Effective Time <omitted> unless Parent shall otherwise approve in writing <omitted> use commercially reasonable efforts to conduct its business in the Ordinary Course of Business (Page 30) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_68 | Section 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 (including any COVID-19 Measures), (iv) as expressly required by the Prepackaged Plan if the Company Chapter 11 Cases have been commenced, or (v) 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 reasonable best efforts to conduct its businesses in the ordinary course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets, to keep available the services of its current officers and employees and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it; (Page 60) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_68 | Except <omitted> 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 reasonable best efforts to conduct its businesses in the ordinary course (Page 60) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_87 | Section 5.2 Operation of the Company and Company Subsidiaries. (a) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; <omitted>
“Ordinary Course of Business” shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. (Page 37) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_87 | with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date <omitted> the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; <omitted>
“Ordinary Course of Business” shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. (Page 37) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_88 | Section 5.1 Conduct of Company Business Prior to the Effective Time.
(a) Except (i) as required hereby or by applicable Law, (ii) as disclosed in Section 5.1(a) of the Company Disclosure Schedule or (iii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in the Ordinary Course of Business in all material respects
<omitted>
“Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities, consistent with past custom and practice and, except as such term is used in Section 5.1(b), taking into account the conduct and operations of the Company Entities since, and the effect of, the COVID-19 pandemic. (Page 19) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_88 | Except <omitted> as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in the Ordinary Course of Business in all material respects
<omitted>
“Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities, consistent with past custom and practice (Page 19) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_92 | Section 5.1 Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement or the Spin-Off Agreements or actions undertaken to effect the Separation and Distribution and other provisions of the Spin-Off Agreements, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, and shall cause each of its RemainCo Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices, (Page 55) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_92 | From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement <omitted> except <omitted> as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> the Company shall, and shall cause each of its RemainCo Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices (Page 55) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | contract_86 | except <omitted> (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 |
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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | contract_101 | except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) <omitted> the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the Ordinary Course of Business <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 |
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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | contract_107 | except <omitted> (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), <omitted> 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 |
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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_105 | Section 6.01 Conduct of Business of the Company. (a) During the period from the date of this Agreement until the earlier of the termination of the Agreement in accordance with Article X and the Effective Time (such period of time, the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Company COVID Action or (iv) with the prior written consent of Parent and US Holdco (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate in the ordinary course of business. Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit the Company or its Subsidiaries from taking, any Company COVID Action. (Page 73) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_105 | the Company shall, and shall cause each of its Subsidiaries <omitted> (iv) with the prior written consent of Parent and US Holdco (which consent shall not be unreasonably withheld, conditioned, or delayed), (Page 73) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | contract_117 | Except <omitted> 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 |
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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | contract_123 | except <omitted> 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 <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 |
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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_133 | Section 6.1. Interim Operations of the Company. During the period from the date of this Agreement through the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), (x) as required or specifically contemplated by this Agreement, (y) as set forth in Section 6.1 of the Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the direction of any member of the Purchaser Group (including in such Person’s capacity as a director, officer or employee of any of the Acquired Companies), the Company shall, subject to the restrictions and exceptions set forth in Section 6.1 or elsewhere in this Agreement, ensure that the business and operations of the Acquired Companies are conducted in the ordinary course of business in accordance with past practices and in compliance with all then- applicable Law. (Page 48) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | contract_133 | except <omitted> (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), <omitted> the Company shall <omitted> ensure that the business and operations of the Acquired Companies are conducted in the ordinary course of business in accordance with past practices and in compliance with all then- applicable Law. (Page 48) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | 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 <omitted> the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to <omitted> (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 (Page 21) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | Operating and Efforts Covenant |
abridged | 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 |
abridged | contract_140 | 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 <omitted> (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 (Page 23) | Commercially reasonable efforts | 0 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Reasonable best efforts | 2 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | Flat covenant (no efforts standard) | 1 | Ordinary course efforts standard-Answer | <NONE> | Ordinary course covenant | 119 | 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) | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_139 | Section 6.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except as set forth in Section 6.1 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 the Company (a) shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (Page 49) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | 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 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_16 | Section 6.1 Conduct of Business. From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, and except as set forth in Section 6.1 of the Company Disclosure Schedule, as any other provision of this Agreement expressly contemplates or expressly requires, as required by applicable Law, or rules and regulations of the SEC or NYSE, for any action taken by the Company to the extent necessary, desirable or appropriate in order to effect the Migration, or to the extent Parent has consented in writing thereto (such consent not to be unreasonably withheld, delayed or conditioned): (a) the Company shall, and shall cause the Company Subsidiaries, to conduct the business of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice in all material respects; and use its commercially reasonable efforts to (A) preserve intact its present business organization, (B) maintain in effect all of its material Permits, and (C) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors, employees and others having material business relationships with it; (Page 45) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_11 | 5.1 Conduct of Businesses Prior to the Effective Time. Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Law, or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, (a) the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice in all material respects, (Page 54) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_84 | Section 7.1 Conduct of Business by the Company Parties. (a) Each of the Company Parties covenants and agrees that, between the date of this Agreement and the earlier to occur of the REIT Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 10.1 (the “Interim Period”), except (i) to the extent required by Law, (ii) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or permitted pursuant to this Agreement, or (iv) as set forth in Section 7.1 of the Company Disclosure Letter, the Company shall, and shall cause each of the Company Subsidiaries to, (A) conduct its business in the ordinary course and in a manner consistent with past practice in all material respects, <omitted> provided, that each of the Company Parties and the Company Subsidiaries may in good faith take such actions as it deems reasonably necessary in its reasonable business judgment in order to protect the health and safety of the Company’s employees and other individuals having business dealing with the Company and the Company Subsidiaries and to mitigate or remedy business disruptions caused by the coronavirus (COVID-19) pandemic, including undertaking any COVID-19 Response,after using commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto; provided, further that following any such COVID-19 Response, to the extent that the Company or any of the Company Subsidiaries took any actions pursuant to the immediately preceding proviso that cause deviations from its business being conducted in the ordinary course of business, the Company Parties shall, and shall cause the Company Subsidiaries to, use reasonably best efforts to resume the Company Parties’ or such Company Subsidiary’s, as applicable, business in the ordinarycourse of business in all material respects as soon as reasonably practicable. (Page 94) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_72 | Section 6.01 Conduct of the Company Pending the Merger.
(a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 8.01, except as (w) set forth on Section 6.01(a) of the Company Disclosure Letter (x) as required by Applicable Law, (y) expressly required by this Agreement or (z) otherwise with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (i) conduct its operations, in all material respects, in the ordinary course of business, and (ii) use its commercially reasonable efforts to preserve the goodwill and current relationships of the Acquired Companies with employees, customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations; provided, however, that no action by the Acquired Companies with respect to matters specifically addressed by any provision of the following sentence shall be deemed a breach of the covenants contained in this sentence unless such action would constitute a breach of such specific provision in the following sentence; provided, further, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. (Page 55) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_137 | “Ordinary Course of Business” means with respect to any Person, the ordinary course of business consistent with past practice, provided that, with respect to RMRM, means (i) prior to January 5, 2021, RMRM’s ordinary course of business consistent with its past practice as an investment company under the Investment Company Act, and (ii) from and after January 5, 2021, RMRM’s ordinary course of business consistent with the past practice as a mortgage REIT. <omitted>
Section 6.1 Conduct of Business by TRMT Pending the Closing. (a) TRMT agrees that between the date of this Agreement and the Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (i) as expressly contemplated or permitted by this Agreement, including Section 7.3, (ii) as may be required by Law, or (iii) as consented to in writing by RMRM (which consent shall not be unreasonably withheld, delayed or conditioned), TRMT (A) shall, and shall cause each of the TRMT Subsidiaries to, conduct its business in all material respects in the Ordinary Course of Business, and (B) agrees that during the Interim Period TRMT shall not, and shall not permit any TRMT Subsidiary to: (Page 24) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_13 | 5.1 Conduct of the Business Pending the Merger. The Company covenants and agrees that from the date of this Agreement until the earlier of (1) the Effective Time or (2) termination of this Agreement in accordance with Section 8.1, except as contemplated or permitted by this Agreement or required by applicable Laws or any Governmental Authority or with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course consistent with past practice and (Page 27) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_151 | the phrase “ordinary course of business” will be deemed in each case to be followed by the words “consistent with past practice.” <omitted>
5.1 Affirmative Obligations. Except (a) as expressly required by this Agreement; (b) as set forth in Section 5.1 of the Company Disclosure Letter; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law or (e) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to <omitted> (ii) conduct its business and operations in the ordinary course of business; (Page 64) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_93 | Section 5.01 Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, as required by applicable Law or with the prior written consent of Buyer, Company shall (a) carry on its business in the ordinary course consistent with past practice (Page 56) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_80 | Section 5.1. Interim Operations of the Company. During the period from the date hereof through the earlier of the Effective Time and the date of termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (Page 25) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_51 | Section 6.1 Conduct of Company Business Pending the Merger. <omitted> (a) Except <omitted> (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 reasonable best efforts to conduct its businesses in the ordinary course, (Page 28) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_20 | Section 7.1 Conduct of Company Business Pending the Merger.
(a) The Company agrees that, except (i) as set forth on Schedule 7.1(a) of the Company Disclosure Letter, (ii) as 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 with respect to clause (A)), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice and (2) preserve intact in all material respects its present business organization and preserve its existing relationships with its key business relationships, vendors and counterparties, (B) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in compliance in all material respects with applicable Laws and (C) the Company shall maintain its status as a REIT (until immediately prior to the Merger and without regard to the effects of the transactions contemplated by this Agreement); provided, however, that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 7.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 7.1(b). (Page 51) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_87 | Section 5.2 Operation of the Company and Company Subsidiaries. (a) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; <omitted>
“Ordinary Course of Business” shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. (Page 37) | No | 0 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_115 | (g) References to the “ordinary course of business” shall mean any action taken by the Company that is generally consistent with the usual customs and past practices of the Company.
<omitted> Section 6.01 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, except for any COVID-19 Measures, as expressly permitted or required by this Agreement, as required by applicable Law or Order, as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as set forth in Section 6.01 of the Company Disclosure Letter, (x) the Company shall and shall cause each of its Subsidiaries to conduct their respective businesses and operations in the ordinary course of business in all material respects (Page 43) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_129 | 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 Sterling Disclosure Schedule or the Webster Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of Sterling and Webster shall, and shall cause its Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, <omitted>
Notwithstanding anything to the contrary set forth in Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(f), 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 and consult in good faith with the other party to the extent such actions would otherwise require consent of the other party under this Section 5.1 or Section 5.2. (Page 29) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_89 | SECTION 5.01. Conduct of Business Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (v) for actions reasonably taken in connection with the De-Banking (so long as done in accordance with Section 6.18) or as otherwise expressly contemplated by this Agreement, (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as required by applicable Law, (y) as required or prohibited by any Public Health Event Measure or as may be reasonably taken in good faith in response to a new or worsening Public Health Event or (z) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the Ordinary Course of Business in all material respects; <omitted> “Ordinary Course of Business” means the ordinary course of business of the Company and its Subsidiaries consistent with past practice, as such past practice may have been reasonably affected by any Public Health Event and any Public Health Event Measures. (Page 31) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | 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 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_31 | 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, (iv) for any actions 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 the COVID-19 Measures; provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of this Agreement, the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto or (v) 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 reasonable best efforts to conduct its businesses in the Ordinary Course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets, to keep available the services of its current officers and employees and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it.
<omitted>
“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person, excluding any commercially reasonable deviations therefrom due to COVID-19 or COVID-19 Measures. (Page 44) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_147 | Section 6.1 Conduct of Business prior to Closing. (a) The Company agrees that, between the date of this Agreement and the earlier of the Effective Time and valid termination of this Agreement in accordance with Section 8.1, except as (w) set forth in Section 6.1 of the Company Disclosure Schedule, (x) expressly permitted by any other
provision of this Agreement or as required by Law or (y) unless 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, (A) conduct its operations in the ordinary course of business consistent with past practice (with any COVID-19 Measures 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 34-35) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_133 | Section 6.1. Interim Operations of the Company. During the period from the date of this Agreement through the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), (x) as required or specifically contemplated by this Agreement, (y) as set forth in Section 6.1 of the Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the direction of any member of the Purchaser Group (including in such Person’s capacity as a director, officer or employee of any of the Acquired Companies), the Company shall, subject to the restrictions and exceptions set forth in Section 6.1 or elsewhere in this Agreement, ensure that the business and operations of the Acquired Companies are conducted in the ordinary course of business in accordance with past practices and in compliance with all then- applicable Law. (Page 48) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | contract_29 | Section 5.1 Conduct of Business of the Company. (a) During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, including any Covid-19 Measure, or taken in good faith in response to or accordance with any Covid-19 Measure, (ii) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (iii) as contemplated or required by this Agreement, or (iv) as set forth in Section 5.1(a)(i) of the Company Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in all material respects in the ordinary course consistent with past practice, (Page 19) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
main | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | 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) | Yes | 1 | Ordinary Course Covenant includes carve-out for Pandemic responses-Answer (Y/N) | <NONE> | Ordinary course covenant | 120 | Operating and Efforts Covenant |
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