|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to the Company and Seller that:
6.1 Organization, Standing and Power.
(a) Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate all of its properties, rights and assets and to carry on its business as it is now being conducted.
(b) Buyer is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification required by Law, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.
6.2 Authorization. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Buyer in connection with the consummation of the transactions contemplated hereby and thereby (collectively, the Buyer Documents), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each Buyer Document, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate action of Buyer. This Agreement has been, and each Buyer Document will be at or prior to the Closing, duly executed and delivered by Buyer and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes (or, when executed and delivered, will constitute) a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(a) Neither the execution and delivery of this Agreement or any Buyer Document by Buyer nor the consummation by Buyer of the transactions contemplated hereby or thereby, nor compliance by Buyer with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Buyer or (ii) (A) assuming that the authorizations, consents and approvals referred to in Section 6.4 are obtained and the filings referred to in Section 6.4 are made, violate any Law or Order applicable to Buyer, (B) with or without notice, lapse of time or both, violate or constitute a default under any of the terms, conditions or provisions of any Contract or Permit or accelerate or give rise to a right of termination, purchase, sale, cancellation, modification or acceleration of any of Buyers obligations under any Contract or Permit or to the loss of any benefit under, or increase in any fee under, a Contract or Permit, or (C) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of Buyer, except, in the case of clause (ii), for such violations, defaults, accelerations, rights, losses and Liens as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.