|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
(e) Each Benefit Plan has been established and administered, in all material respects, in compliance with its terms and with the applicable provisions of ERISA, the Code and all other applicable Laws. With respect to each Benefit Plan, (i) each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter, or is entitled to rely on a favorable opinion letter, from the IRS, and, to the Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification; and (ii) other than routine claims for benefits, there are no pending or, to the Knowledge of the Company, threatened claims, Liens, lawsuits or complaints with respect to any Benefit Plan, except, in the case of the immediately preceding clauses (i) and (ii), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another related event) (i) result in any payment becoming due, or increase the amount of any compensation due, to any Company Employee or former employee, manager, director or individual consultant of the Company or its Subsidiaries; (ii) increase any benefits otherwise payable under any Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits; or (iv) result in the payment of any amount that, individually or in combination with any other such payment, would constitute an excess parachute payment as defined in Section 280G(b)(1) of the Code.
(g) The Company has complied in all material respects with Section 409A of the Code with respect to any compensation paid or payable pursuant to a Benefit Plan that is a nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code).
(h) No Benefit Plan is maintained, or covers any Company Employee working, or former employee, manager, director or individual consultant of the Company or its Subsidiaries who worked, outside the jurisdiction of the United States.
(i) This Section 4.12 and Sections 4.6, 4.7, 4.8 and 4.9 represent the sole and exclusive representations and warranties of the Company regarding employee benefits matters.
4.13 Environmental Matters. The Company and each of its Subsidiaries is in compliance with all, and has not since January 1, 2015 violated any, applicable Environmental Laws, except for noncompliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no claims or Actions pending or, to the Knowledge of the Company, threatened in writing against the Company or its Subsidiaries alleging the violation of or noncompliance with any applicable Environmental Laws or regarding Materials of Environmental Concern and to the Knowledge of the Company there are no claims or Actions pending or threatened under any Environmental Laws or regarding Materials of Environmental Concern against any other Person that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no Materials of Environmental Concern have been released by the Company or any of its Subsidiaries or are or have been present at any property currently owned, leased or operated by the Company or any of its