|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
and/or the Companys Subsidiaries that are or could reasonably be relevant to the calculations set forth in the Closing Statement, a Dispute Notice or otherwise reasonably related to the negotiation and/or resolution of the Final Closing Statement; provided that the auditors and accountants of Buyer or its Affiliates (including the Company and/or the Companys Subsidiaries following the Closing) shall not be obligated to make any work papers available to Seller or its Representatives except in accordance with such accountants normal disclosure procedures and then only after Seller or its Representatives, as the case may be, have signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to Buyers and its Affiliates auditors and accountants.
(b) Following the Closing, Buyer shall prepare a good faith calculation of the Final Transaction Consideration, the Final Transaction Consideration Elements and the Additional Transaction Consideration (if any). The calculations described under the foregoing clause are collectively referred to herein as the Closing Statement. Buyer shall deliver the Closing Statement, together with reasonable supporting detail as to each of the calculations (including with respect to the Final Transaction Consideration Elements) set forth in the Closing Statement, to the Seller no later than ninety (90) days following the Closing Date. If Buyer fails to timely deliver the Closing Statement in accordance with the immediately preceding sentence within such ninety (90) day period, then, at the election of the Seller in its sole discretion, either (x) the Estimated Closing Statement delivered by the Company to Buyer pursuant to Section 3.2(a) shall be deemed to be the Final Closing Statement for all purposes herein or (y) the Seller shall retain (at the sole cost and expense of Buyer) a nationally recognized independent accounting firm to analyze the Companys books, determine the calculation of, and prepare, the Closing Statement consistent with the provisions of this Section 3.5, the determination of such accounting firm being conclusive, final and binding on the parties hereto; provided, however, that, notwithstanding the foregoing, the Seller reserves any and all other rights granted to it in this Agreement. Buyer shall promptly reimburse the Seller upon its request for all fees, costs and expenses incurred by the Seller in connection with the foregoing clause (y). Notwithstanding anything herein to the contrary, the parties agree that the Closing Statement, and the component items and calculations therein, including the Final Transaction Consideration Elements, shall be prepared in a manner consistent with the terms of (including the definitions contained in) this Agreement, including Exhibit A. The Closing Statement shall be conclusive, final and binding on all parties absent manifest error unless the Seller gives Buyer written notice (a Dispute Notice) of any disputes or objections thereto (collectively, the Disputed Items) with reasonable supporting detail as to such Disputed Items, within forty five (45) days after receipt of the Closing Statement (such period, the Review Period). In the event the Seller fails to give Buyer a Dispute Notice prior to the expiration of the Review Period or otherwise earlier notifies Buyer in writing that the Seller has no disputes or objections to the Closing Statement, the Final Transaction Consideration, the Final Consideration Elements and the Additional Transaction Consideration (if any) set forth in the Closing Statement shall be conclusive, final and binding on the parties, and payments shall be made in accordance with Section 3.5(f). In the event the Seller gives Buyer a Dispute Notice prior to the expiration of the Review Period then, within two (2) Business Days after such Dispute Notice has been given to Buyer, Buyer or Seller, as applicable, shall pay to the other any undisputed amounts. By way of example, (1) if the Final Transaction Consideration set forth in the Closing Statement is higher than the Estimated Transaction Consideration, Buyer shall pay to Seller the amount of such difference and (2) if the Final Transaction Consideration set forth in the Closing Statement is less than the Estimated Transaction Consideration, then Seller shall pay to Buyer the amount of such difference.