SEC Filings

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


4.7 No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any Liabilities, which would be required to be reflected or reserved against on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP or the notes thereto, except Liabilities (a) that are specifically accrued or reserved against on the audited balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2016 (the “Most Recent Audited Balance Sheet” and such date, the “Balance Sheet Date”) included in the Financial Statements or in the notes thereto, (b) incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, (c) as expressly contemplated by this Agreement, (d) set forth on Section 4.7 of the Company Disclosure Schedule or (e) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

4.8 Absence of Certain Changes. Since the Balance Sheet Date (a) through the date of this Agreement, except for the transactions contemplated hereby, the business of the Company and the Company’s Subsidiaries has been conducted in all material respects, in the ordinary course of business consistent with past practices, (b) there has not been any event, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (c) neither Seller, the Company nor any of its Subsidiaries has taken or failed to take any action which, if taken (or not taken) on or after the date hereof, would have required the consent of Buyer pursuant to Section 7.2.

4.9 Compliance with Law.

(a) Each of the Company and its Subsidiaries (i) is, and since January 1, 2015 has been, in compliance with all Laws of any Governmental Authority, including Health Care Laws, applicable to the Company and its Subsidiaries, respectively, except for such non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, and (ii) owns, possesses or maintains all Permits required in connection with the conduct of their respective businesses as currently conducted, and is in compliance with the terms of its respective Permits, except where the failure to have any such Permit or to be in such compliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is or has been, since January 1, 2015, excluded, suspended, debarred from participation or is otherwise terminated from or ineligible to participate in any Health Care Program. Neither the Company nor any of its Subsidiaries has received any written notice that the Company or its Subsidiaries is in violation of any Law applicable to the Company or any of its Subsidiaries or any Permit, except for such violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no Actions pending or, to the Knowledge of the Company, threatened that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit or Health Care Program participation, except as would not reasonably be expected to have a Company Material Adverse Effect.

 

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