|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
the Companys Subsidiaries) to outside accountants or other advisors incurred 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, but excluding for purposes of this definition all fees and expenses incurred by Seller or the Company or the Companys Subsidiaries for which Buyer is responsible for paying pursuant to Sections 7.5 and/or 7.11. For the avoidance of doubt, it is understood that this definition shall not include (1) any fees or expenses incurred by Buyer and/or any of its Affiliates or any of their financial advisors, attorneys, accountants, advisors, consultants or other Representatives or financing sources, regardless of whether any such fees or expenses may be paid by the Company or any of the Companys Subsidiaries, or (2) (a) any payments to Continuing Employees resulting from termination of employment by Buyer or the Company following the consummation of the Closing and (b) any fees and expenses of Company Employees to be paid or reimbursed by Buyer or any of its Affiliates in connection with such Company Employees post-closing employment, compensation or equity participation arrangements or otherwise.
Transaction Tax Deductions means, without duplication, any (A) transaction bonuses, change-in-control payments, severance payments, retention payments, or similar payments made to employees or other service providers of the Company or any of its Subsidiaries, (B) fees, expenses, and interest (including unamortized original issue discount and any other amounts treated as interest for U.S. federal income Tax purposes and any prepayment penalty or breakage fees or accelerated deferred financing fees) incurred by the Company or any of its Subsidiaries in connection with the repayment of any indebtedness, (C) the amount of investment banking, legal and accounting fees and expenses paid or payable by the Company or any of its Subsidiaries, and (D) the amount of any deductions for federal income Tax purposes as a result of the exercise or payment for cancellation of employee or other compensatory options, in each case arising in connection with the transactions contemplated by this Agreement.
Transferred Assets and Liabilities has the meaning specified in Section 7.23(a).
Transition Services Agreement means the transition services agreement to be entered into at Closing by and between the Seller and the Buyer in substantially the form attached hereto as Exhibit C.
Unresolved Matters has the meaning specified in Section 3.5(c).
Unsecured Debt Commitment Letter has the meaning specified in Section 6.7.
WARN Act has the meaning specified in Section 4.19.
Willful Breach has the meaning specified in Section 9.3.
(b) Other Definitional and Interpretive Matters. Unless otherwise expressly provided herein, for purposes of this Agreement, the following rules of interpretation shall apply: