SEC Filings

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


(b) all Taxes due and payable with respect to a Public Company Group, the Company and each of its Subsidiaries (whether or not shown on such Tax Returns) have been fully and timely paid, or, where payment is not yet due, adequate provisions for such Taxes have been reflected in accordance with GAAP in the Financial Statements;

(c) all deficiencies asserted or assessments made, as a result of any examinations by any Tax Authority of Tax Returns of or covering the Company or its Subsidiaries (including any Tax Return of a Public Company Group), have been fully paid or are being contested in good faith and adequate reserves have been established on the applicable Financial Statements in connection therewith, and no other audits, disputes, assessments, claims or investigations by any Tax Authority relating to any Taxes of or covering the Company or its Subsidiaries are in progress with the Company or its Subsidiaries or, to the Knowledge of the Company, threatened;

(d) each of the Company and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party;

(e) there are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes against the Company or any of its Subsidiaries;

(f) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries, except for Liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP on the Financial Statements;

(g) none of the Company or any of its Subsidiaries is a party to, is bound by or has any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement;

(h) no closing agreement pursuant to Section 7121 of the Code (or any similar provision of any state, local or foreign Law) has been entered into by or with respect to the Company or any of its Subsidiaries;

(i) neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2);

(j) no written claim has been made in the past five years by any Tax Authority in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that it is or may be subject to taxation by that jurisdiction;

(k) neither the Company nor any of its Subsidiaries (i) is, or has been since January 1, 2014, a member of an affiliated group (other than a Public Company Group or a group of which any transferor corporation with respect to the Public Company in a transaction described in Section 381(a) of the Code was the common parent) filing a consolidated federal

 

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