SEC Filings

ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
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case of clause (ii)(A), the Public Company and its Subsidiaries will use their reasonable best efforts to make appropriate substitute arrangements). Notwithstanding anything to the contrary contained herein, prior to the Closing, (x) except for customer, supplier, payor, landlord or other business relationship contacts in the ordinary course of business, without the prior written consent of the Public Company (not to be unreasonably withheld, delayed or conditioned), Buyer shall not, and shall cause its officers, employees, legal advisors, consultants, agents, accountants and other Representatives not to, contact any non-officer employee, consultant, supplier, payor, customer, independent contractor, landlord, lessor, bank, any person with whom the Public Company or any of the Public Company’s Subsidiaries have a business relationship with respect to the Company or any of the Company’s Subsidiaries or the transactions contemplated by this Agreement, and (y) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Public Company. The Public Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.1 and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article IV or Article V; provided, that no investigation pursuant to this Section 7.1 by Buyer or its Representatives shall be deemed to modify any of the representations and warranties contained in Article IV or Article V.

(b) Buyer acknowledges that the information provided to Buyer in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the confidentiality agreement between Buyer and the Public Company, dated as of February 28, 2017 (as amended from time to time, the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. The Confidentiality Agreement shall terminate at the Closing.

7.2 Conduct of the Business Pending the Closing Except (i) as expressly required by this Agreement, (ii) as set forth on Section 7.2 of the Company Disclosure Schedule, (iii) as required by applicable Law or (iv) with the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article IX:

(a) the Company shall conduct its business, and shall cause the Company’s Subsidiaries to conduct their respective businesses, in all material respects in the ordinary course of business consistent with past practice and the Company shall, and shall cause the Company’s Subsidiaries to, use commercially reasonable efforts to preserve intact in all material respects its and their present business organizations and relationships with employees, customers, suppliers and other Persons with which the Company or its Subsidiaries have material business relations; and

(b) without limiting the generality of Section 7.2(a) above, Seller and the Company shall not, and they shall cause the Companies’ Subsidiaries not to: