|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
or combined or affiliated state or local income Tax Return or (ii) has any Liability for Taxes of any person (other than any member of a Public Company Group) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise;
(l) none of the Company or any of its Subsidiaries has been a party within the past two years to a transaction that was intended to qualify under Section 355 of the Code;
(m) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period beginning after the Closing Date as a result of (i) a change in method of accounting occurring prior to the Closing Date, (ii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law), (iii) an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amounts received outside the ordinary course of business on or prior to the Closing Date or (v) an election under Section 108(i) of the Code (or any corresponding or similar provision of state, local or foreign Law);
(n) none of the equity interests of the Company or any of its Subsidiaries is a loss share within the meaning of Treasury Regulation Section 1.1502-36 (or any similar provision of state or local Law) that will result in a reduction of any Tax attributes of the Company or any of its Subsidiaries pursuant to Treasury Regulation Section 1.1502-36(d) (or any similar provision of state or local Law); and
(o) all agreements and transactions entered into by the Company or any of its Subsidiaries with a related party have been executed and performed at arms length for purposes of any applicable transfer pricing Laws, and the Company and its Subsidiaries have complied with all applicable requirements and procedures of any applicable transfer pricing Laws.
This Section 4.11 and, to the extent related to Tax matters, Section 4.8 and Section 4.12, represent the sole and exclusive representations and warranties of the Company regarding Tax matters.
4.12 Employee Benefit Plans.
(a) Section 4.12(a) of the Company Disclosure Schedule lists each material Benefit Plan. For purposes of this Agreement, Benefit Plan means any employee benefit plan within the meaning of Section 3(3) of ERISA and each other material employee benefit plan, program, arrangement or agreement, including any of which that provide pension, profit-sharing, deferred compensation, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life or fringe benefits, in each case, (i) sponsored, maintained or contributed to or required to be contributed to by the Seller or any of its Affiliates, and under which any Company Employee or former employee, manager, director or individual consultant of the Company or its Subsidiaries has any present or future right to benefits or (ii) with respect to which the Company or any of its Subsidiaries has any Liability.