SEC Filings

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


Subsidiaries, or at any other location, that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. This Section 4.13 constitutes the sole and exclusive representation and warranty with respect to Environmental Laws and any and all environmental and natural resource matters.

4.14 Material Contracts.

(a) Except as set forth in Section 4.14 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any Material Contract. True and complete copies of each Material Contract, including all amendments thereto, to which the Company or any of its Subsidiaries is a party or by which it or any of its assets, rights or properties is bound, in each case, as of the date hereof, have been made available to Buyer.

(b) (i) Each Material Contract is legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto, subject to the Bankruptcy and Equity Exception, and (ii) neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any other party, is (with or without the lapse of time or the giving of notice, or both) in breach of, or in default under, any Material Contract, nor has any event occurred that could give rise to any right of termination, amendment, cancellation or acceleration of any right or obligation or a loss of any benefit thereunder, except in the case of clauses (i) and (ii), individually or in the aggregate, has not and would not reasonably be expected to have a Company Material Adverse Effect.

(c) Except as, 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 of its Subsidiaries has, from and after January 1, 2016, received written notice (i) that any Person which is currently doing business with the Company or any of its Subsidiaries intends to terminate, limit or restrict its relationship with the Company or its Subsidiaries, including through the termination, cancellation or non-renewal of any Material Contract or (ii) alleging any default under any Material Contract.

(d) Neither the Company nor any of its Subsidiaries is involved in any Action regarding its participation in any Health Care Program, nor has the Company or any of its Subsidiaries received, since January 1, 2015, notice that its current participation in any Health Care Program is subject to any termination, revocation, withdrawal, suspension or other Action related to or in connection with any alleged violations of or non-compliance with Health Care Program requirements, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and, as appropriate, each of its Subsidiaries, meets the conditions for participation in and is in good standing with and eligible for reimbursement under the Health Care Programs in which the Company and its Subsidiaries participates, and there is not now pending or, to the Knowledge of the Company, any threatened Actions under such programs involving any of the foregoing or any provider employed by the Company or any of its Subsidiaries that, individually or in the aggregate, has had and would reasonably be expected to have a Company Material Adverse Effect.

 

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