Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, without the prior written consent of the Company, Parent will not, and will cause each of its Subsidiaries not to:
Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required by this Agreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company:
Forbearances of Parent. 15 Article V
Forbearances of Parent. Except as expressly contemplated by this Agreement and the Stock Option Agreement, without the prior written consent of the Company, Parent will not, and will cause each of its Subsidiaries not to, knowingly take any action which could reasonably be expected to result in (a) any of its representations and warranties set forth in this Agreement (subject to the standard set forth in Section 5.02) or the Stock Option Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time or (b) any of the conditions to the Merger set forth in Article VII not being satisfied, except, in each case, as may be expressly required by applicable law.
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement or as Previously Disclosed, without the prior written consent of Hawthorne, not to be unreasonably withheld, Parent will not, and will cause each of its Subsidiaries not to:
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of the Company, Parent will not, and will cause each of Parent’s Subsidiaries not to, take or omit to take, or agree or commit to take or omit to take, any action that would result in (i) any of Parent’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied or (iii) a material violation of any provision of this Agreement, except as may be required by applicable law or regulation.
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 4.02 of Parent's Disclosure Schedule, without the prior written consent of the Company, Parent will not, and will cause each of its Subsidiaries not to (i) unless the Merger shall be effected pursuant to Section 2.01(a)(ii), take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (A) any of its representations and warranties set forth in this Agreement being or becoming untrue at any time at or prior to the Effective Time, (B) any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of any such condition being materially delayed or (C) a violation of any provision of this Agreement except, in each case, as may be required by applicable law.
Forbearances of Parent. Except as otherwise required or permitted by this Agreement, during the period from the date of this Agreement to the Effective Date, Parent shall cause ERC to conduct its operations in the ordinary course of business of ERC, consistent with past custom and practice and use commercially reasonable efforts to: (i) preserve intact ERC’s current business operations and personnel, including current levels of insurance coverage, (ii) keep its physical assets in the same working condition (reasonable wear and tear excepted), and (iii) preserve its relationships with suppliers, customers and others having business dealings with it to the end that its goodwill and ongoing business shall not be materially impaired. Without limiting the generality of the foregoing, prior to the Closing, except (1) as required by this Agreement or (2) as set forth on Parent Disclosure Schedule 3.02, Parent shall cause ERC not to, without the prior written consent of Buyer, take any of the following actions:
Forbearances of Parent. Except as set forth on Parent Disclosure Schedule 3.02, Parent has complied with Section 3.02 hereof (assuming the forbearances set forth in Section 3.02 hereof were applicable to Parent for the period from December 31, 2003 to the date hereof).
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, without the prior written consent of AHB, not to be unreasonably withheld, Parent will not, and will cause each of its Subsidiaries not to:
