SEC Filings

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


definition of “Financial Statements”, the term “Subsidiaries” shall include the Company’s related entities, the financial position and the results of operations of which are included in the Financial Statements and that are identified in Section 4.5(c) of the Company Disclosure Schedule.

Tax Authority” means any Governmental Authority or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

Tax Claim” has the meaning specified in Section 7.16(d).

Tax Return” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes and any schedules, amendments or attachments thereto.

Taxes” means (i) all foreign, national, federal, regional, state or local taxes, charges, fees, imposts, levies or other assessments in any jurisdiction, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, capital gains, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority in connection with any item described in clause (i).

Third-Party Claim” has the meaning specified in Section 10.3(c).

Third Party Rights” has the meaning specified in Section 7.23(b).

Trademarks” has the meaning specified in clause (ii) of the definition of Intellectual Property in Section 1.1(a).

Transaction Costs” means, in each case solely to the extent not paid by the close of business on the Business Day immediately preceding the Closing Date, (i) the fees and expenses payable by Seller or its Affiliates (including the Company or any of the Company’s Subsidiaries) to the Financial Advisors incurred in connection with this Agreement and the transactions and other agreements contemplated by this Agreement, solely with respect to work performed for Seller or its Affiliates (including the Company and its Subsidiaries) in connection with this Agreement and the transactions and other agreements contemplated by this Agreement (provided, that for the avoidance of doubt, in no event shall Transaction Costs include any fees or expenses payable in respect of any debt or equity financing provided by any of the Financing Sources to Buyer and/or any of its Affiliates in connection with the transactions contemplated by this Agreement or at any time following the Closing), (ii) the fees and expenses payable by Seller or its Affiliates (including the Company or any of the Company’s Subsidiaries) to BBS and any other attorneys engaged by Seller or its Affiliates (including the Company or any of the Company’s Subsidiaries) in connection with this Agreement and the transactions and other agreements contemplated by this Agreement, in each case, solely with respect to work performed for Seller or its Affiliates (including the Company and its Subsidiaries) in connection with this Agreement and the transactions and other agreements contemplated by this Agreement, and (iii) the fees and expenses payable by Seller or its Affiliates (including the Company or any of

 

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