SEC Filings

ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document

balance sheet in respect of capital leases, (v) the amount of Liabilities issued or assumed for the deferred or contingent purchase price of property, assets or services, including all purchase price adjustments, seller notes, “earn-out”, deferred payment and holdback obligations with respect to acquisitions, assets, securities or services, (vi) the amount of all Liabilities arising out of interest rate, currency, commodity and financial market swaps, options, forward contracts, caps, collars and similar agreements or hedging or derivative arrangements, including in each case amounts payable to terminate such arrangements, and (vii) the amount of Liabilities related to any guarantees by such Person of any of the foregoing of any other Person. Notwithstanding anything herein to the contrary, Indebtedness shall not include Indebtedness of the Public Company with respect to which Company and its Subsidiaries are fully released in connection with the Closing.

Indemnifying Party” has the meaning specified in Section 10.3(c).

Indemnitees” has the meaning specified in Section 10.3(b).

Independent Accountant” means a firm of independent accountants of national standing to which Buyer and the Seller mutually agree in writing.

Insurance Cap” has the meaning specified in Section 7.6(d).

Insurance Policies” has the meaning specified in Section 4.18.

Intellectual Property” means all intellectual property rights existing anywhere in the world, including all (i) patents and patent applications, including continuations, divisionals, continuations-in-part, reissues or reexaminations and patents issuing thereon (collectively, “Patents”), (ii) trademarks, service marks, trade dress, logos, corporate and d/b/a names, trade names, Internet domain names and other source indicators (“Trademarks”), together with the goodwill associated with any of the foregoing, and all applications and registrations therefor, (iii) copyrights and registrations and applications therefor, works of authorship and moral rights and (iv) trade secrets, algorithms, know-how, formulae, inventions (whether or not patentable), processes, techniques, technical data, designs, drawings, specifications, databases, customer lists, technology, computer software programs and applications and other confidential or proprietary information, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents.

IRS” means the United States Internal Revenue Service.

IT Operations” has the meaning specified in Section 7.23(g).

KKR” has the meaning specified in Section 7.5(d).

Knowledge of Buyer” means the actual knowledge of Thomas A.A. Cook, without obligation of inquiry.

Knowledge of the Company” means the actual knowledge of those individuals identified on Section 1.1(a) of the Company Disclosure Schedule, in each case without obligation of inquiry.