SEC Filings

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


(f) Payment of the Additional Transaction Consideration.

(i) If the Final Transaction Consideration exceeds the Estimated Transaction Consideration, then within five (5) Business Days after the final determination of the Final Closing Statement pursuant to Section 3.5(e), Buyer shall pay by wire transfer of immediately available funds, to an account or accounts designated by the Seller, the full amount by which the Final Transaction Consideration exceeds the Estimated Transaction Consideration (adjusted for any amounts previously paid or received pursuant to Section 3.5(b)).

(ii) If the Estimated Transaction Consideration exceeds the Final Transaction Consideration, then within five (5) Business Days after the final determination of the Final Closing Statement pursuant to Section 3.5(e), Seller shall pay by wire transfer of immediately available funds, to an account or accounts designated by Buyer, the full amount by which the Estimated Transaction Consideration exceeds the Final Transaction Consideration (adjusted for any amounts previously paid or received pursuant to Section 3.5(b)).

(g) All payments pursuant to this Section 3.5 shall be treated as an adjustment to the Final Transaction Consideration for all foreign, federal, state and local income Tax purposes, unless otherwise required by applicable Law.

(h) The parties agree that the Seller and its Affiliates may engage Ernst & Young LLP and its Affiliates to advise or represent them in connection with the determination of any Additional Transaction Consideration and the matters addressed by this Section 3.5. Each party shall (and shall cause its Affiliates to) enter into such waivers, indemnities and other agreements as Ernst & Young LLP and/or its Affiliates shall reasonably require to permit Ernst & Young LLP and its Affiliates to provide such advice or representation.

3.6 Withholding Taxes. Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts payable to any Person pursuant to the transactions contemplated hereby such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law; provided, that prior to making any such deduction or withholding, the applicable withholding entity shall, to the extent reasonably practicable, provide notice to the recipient of the amounts subject to withholding and a reasonable opportunity for such recipient to provide forms or other evidence that would exempt such amounts from withholding tax. The withheld amounts shall be paid over to the appropriate Tax Authority and treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

 

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