SEC Filings

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

(b) The Company has made available to Buyer with respect to each Benefit Plan, a true, correct and complete copy (or, to the extent no such copy exists, an accurate description) thereof, including all amendments, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent IRS determination letter; (iii) the most recent summary plan description, summary of material modifications and any other material written communication by the Company to Company Employees or former employees, managers, directors or individual consultants of the Company or its Subsidiaries who were participants in the Benefit Plans concerning the extent of the benefits provided under a Benefit Plan; and (iv) the most recent (A) Form 5500 and attached schedules, and (B) audited financial statements.

(c) Except as set forth in Section 4.12(c) of the Company Disclosure Schedule, (i) none of the Benefit Plans is (x) subject to Title IV of ERISA or Section 412 of the Code or (y) a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA, and (ii) neither the Company nor any ERISA Affiliate has incurred or would reasonably be expected to incur any Liability under Title IV of ERISA related to the termination of or withdrawal from any pension plan. With respect to any Benefit Plan subject to the minimum funding requirements of Section 412 of the Code or Title IV of ERISA, (A) no such plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code), (B) as of the last day of the most recent plan year ended prior to the date of this Agreement, the actuarially determined present value of all “benefit liabilities” within the meaning of Section 4001(a)(16) of ERISA did not exceed the then-current value of assets of such Benefit Plan or, if such Liabilities did exceed such assets, the amount thereof was properly reflected on the financial statements of the Company, (C) no unsatisfied Liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA has been, or is expected to be, incurred by the Company or any ERISA Affiliate, (D) the Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any such Benefit Plan and neither the Company nor any ERISA Affiliate has received notice from the Pension Benefit Guaranty Corporation of its intent to terminate a plan or appoint a trustee, (E) no application for a waiver of premiums is pending with the Pension Benefit Guaranty Corporation, (F) no “reportable event” within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred, nor has any event described in Sections 4062, 4063 or 4041 of ERISA occurred and (G) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 of ERISA.

(d) Neither the Company nor any of its Subsidiaries has any Liability in respect of, or obligation to provide post-employment or post-retirement health, medical, or life insurance benefits for any Company Employee or, with respect to post-retirement health, medical or life benefits, to any former employee, manager, director or individual consultant of the Company or its Subsidiaries (or any dependent thereof), whether pursuant to a Benefit Plan or otherwise, except as required under Section 4980B of the Code or any similar Law.