SEC Filings

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


Matter shall be set forth in a written statement delivered to each of Buyer and the Seller, which shall include the Independent Accountant’s (i) determination as to the calculation of each of the Unresolved Matters and (ii) the corresponding corrective calculations set forth in the Closing Statement that are derived from its determination as to the calculation of each of the Unresolved Matters, all of which shall be conclusive, final and binding on all parties absent manifest error. In resolving any Unresolved Matter, the Independent Accountant may not assign a value to such item greater than the greatest value for such item claimed by Buyer in the Closing Statement or by the Seller in the Dispute Notice or less than the lowest value for such item claimed by Buyer in the Closing Statement or by the Seller in the Dispute Notice. No party will disclose to the Independent Accountant, and the Independent Accountant will not consider for any purpose, any settlement discussions or settlement offer made by any party, unless otherwise agreed in writing between Seller and Buyer. The Independent Accountant’s determination of the Unresolved Matters will be based solely on the Closing Statement, the Dispute Notice, and written statements delivered to the Independent Accountant or written responses (if any) to the Independent Accountant’s inquiries (i.e., not on the basis of independent review) and shall be made in strict accordance with the terms of this Agreement. The fees, costs and expenses of the Independent Accountant incurred in the resolution of the Unresolved Matters shall be allocated and paid by Buyer, on the one hand, and by Seller, on the other hand, in the same proportion that the aggregate amount of the Unresolved Items so submitted to the Independent Accountant that is unsuccessfully disputed by such party (as finally determined by the Independent Accountant) bears to the total amount of Unresolved Items submitted. For example, if Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountant ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Independent Accountant will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to Seller.

(e) For purposes of this Agreement, subject to the fourth sentence of Section 3.5(b), the “Final Closing Statement” shall be (i) in the event that no Dispute Notice is delivered by the Seller to Buyer prior to the expiration of the Review Period, the Closing Statement delivered by Buyer to the Seller pursuant to Section 3.5(b), (ii) in the event that a Dispute Notice is delivered by the Seller to Buyer prior to the expiration of the Review Period and Buyer and Seller agree on all matters set forth in such Dispute Notice, the Closing Statement delivered by Buyer to the Seller pursuant to Section 3.5(b), as adjusted pursuant to the agreement of Buyer and the Seller in writing, or (iii) in the event that a Dispute Notice is delivered by the Seller to Buyer prior to the expiration of the Review Period and Buyer and the Seller are unable to agree on all matters set forth in such Dispute Notice, the Closing Statement delivered by Buyer to the Seller pursuant to Section 3.5(b), as adjusted by the Independent Account to be consistent with (A) the Resolved Matters and (B) the Independent Accountant’s determination as to the calculation of the Unresolved Matters in accordance with Sections 3.5(c) and 3.5(d).

 

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