SEC Filings

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


4.17 Real Property.

(a) Section 4.17 of the Company Disclosure Schedule sets forth the true and complete list of all real property owned the Company or any of its Subsidiaries (the “Company Owned Real Property”). Either the Company or a Subsidiary of the Company has good, valid and marketable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. With respect to the Company Owned Real Property, there are no outstanding option rights, rights of first offer or rights of first refusal to purchase any portion thereof or interest therein.

(b) True and complete copies of each Real Property Lease have been made available to Buyer prior to the date hereof.

(c) The Company or one of its Subsidiaries has, and at the Closing will have, a valid and enforceable leasehold interest under each of the Real Property Leases in accordance with their terms (the “Company Leased Real Property”; together with the Company Owned Real Property, the “Real Property”), subject to, in each case, the Bankruptcy and Equity Exception, and none of the Company and its Subsidiaries or, to the Knowledge of the Company, any other party to a Real Property Lease is in breach or default under such Real Property Lease and no event has occurred, which, with notice or lapse of time, or both, would constitute a default by the Company or such Subsidiary under the Company Owned Real Property or any of the Real Property Leases, except such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

4.18 Insurance. Section 4.18 of the Company Disclosure Schedule sets forth a true and complete list of policies or binders of material fire, liability, product liability, workers’ compensation, vehicular, directors’ and officers’ and other material insurance held by or on behalf of the Company and the Company’s Subsidiaries (collectively, the “Insurance Policies”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all Insurance Policies (i) are in full force and effect, and neither the Company nor any of the Company’s Subsidiaries is in breach or default with respect to any such policy or binder, nor have they taken any action or failed to take any action which (with or without notice or lapse of time, or both) would constitute a breach or default under, or permit cancellation, termination, denial or reduction of coverage or material premium increase with respect to any Insurance Policy, (ii) have been maintained without interruption and all premiums due with respect to such Insurance Policies have been paid and (iii) are valid and enforceable in accordance with their terms. As of the date hereof, coverage (including pending but unpaid claims) under such policies has not been depleted. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, neither Seller, the Company nor any of the Company’s Subsidiaries has, since January 1, 2016, received written notice of (x) actual or threatened material modification or termination of any material Insurance Policy, other than ordinary course increases in connection with the Company’s annual renewal process, or (y) cancellation or non-renewal of any material Insurance Policy, other than in connection with ordinary renewals.

4.19 Labor Matters. Except as set forth on Section 4.19 of the Seller Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other Contract with any labor organization or other labor representative of any of the employees of the Company or any of its Subsidiaries nor (a) are any such agreements being negotiated or (b) to the Knowledge of the Company, is any labor organization or other labor

 

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