“We appreciate ​’s ongoing efforts to run a more efficient homebuilding business and toward building long-term shareholder value,” said Dave Miller, Senior Portfolio Manager at Elliott Management. “The addition of these proven executives to the Board, along with ​’s continued focus on improving operations, unlocking the value of its asset base and accretive capital return will drive significant value for shareholders.”

“Non-Recurring Items” shall mean with respect to a Person, items of the sum (whether positive or negative) of revenue minus expenses that are unusual in nature, occur infrequently and are not representative of the ongoing or future earnings or expenses of such Person, including any losses in such period resulting from any disposition outside of the ordinary course of business, including any net loss from discontinued operations.

Ownership and Operations of Merger Sub. Parent is the record owner of all of the outstanding capital stock of Buyer. Buyer was formed solely for the purpose of engaging in the transactions contemplated hereunder, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

The Seller covenants and agrees that, except # as expressly contemplated hereby, # with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or # as otherwise required under the Bankruptcy Code or by Legal Requirements, after the Execution Date and prior to the Closing Date, the Seller shall carry on the business in the Ordinary Course of Business of the Seller and use commercially reasonable efforts to maintain, preserve and protect the Acquired Assets in the condition in which they exist on the Execution Date.

Environmental Matters. In the ordinary course of its business, the Company conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs. On the basis of such review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect.

o Fact Sheets flexible to ongoing developments.

Section # Compliance with Law. The Seller and each of its officers, directors, employees and agents has complied in all respects with all Laws applicable to the Seller and its operations. Neither the Seller nor any of its officers, directors or agents has received any notice from any Governmental Authority that the Seller has been or is being conducted in violation of any applicable Law or that an investigation or inquiry into any noncompliance with any applicable Law is ongoing, pending or threatened.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.

ongoing continuity of business strategy of the Employer.

420 International Corp. all assets, liabilities and ongoing obligations.