SEC Filings

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


(viii) (A) sell, assign, transfer, license, allow to lapse or expire or otherwise dispose of or subject to a Lien (other than a Permitted Lien) any of the Company’s or its Subsidiaries’ material properties, rights or assets, other than sales or dispositions of obsolete or worn-out equipment or assets in the ordinary course of business,

(ix) make any material change in the operation or protection of any of the Company’s or its Subsidiaries’ material software and systems;

(x) acquire (by merger, consolidation or acquisition of stock or assets or otherwise) (A) any corporation, partnership or other business organization or any division thereof or (B) any assets, rights or properties from any other Person (other than from the Company or any Subsidiary thereof) with a purchase price to be paid following the Closing that is in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(xi) other than in the ordinary course of business, enter into, renew, modify, amend, cancel, terminate or fail to use its reasonable efforts to renew any Material Contract or Real Property Lease (or any Contract that would be a Material Contract or Real Property Lease if entered into prior to the date hereof); provided, that any Material Contract (or any Contract that would be a Material Contract if entered into prior to the date hereof) that is an employment agreement described in clause (iii) of the definition of Material Contracts shall be governed by clause (x) of this Section 7.2(b);

(xii) settle, release, waive or compromise any pending or threatened Action (A) involving amounts payable by the Company or its Subsidiaries following the Closing that are in excess of $5,000,000 individually, (B) that would impose any material non-monetary restrictions, obligations or operational requirements on Buyer or its Affiliates (including the Company or any of its Subsidiaries following the Closing) that would continue after the Closing or (C) involving a finding or admission of any violation of Law or other wrongdoing by the Company or any of its Subsidiaries;

(xiii) make or change any Tax election, file any amendment to any Tax Return, settle or compromise any Tax Liability, change any method of accounting for Tax purposes, agree to any extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement with respect to Taxes, or surrender any right to claim a Tax refund;

(xiv) make any material change in any of its present financial accounting methods and practices other than as may be necessary as a result of changes in GAAP or applicable Law after the date hereof;

(xv) enter into any new line of business other than the Business;

(xvi) transfer any assets or liabilities between the Company and its Subsidiaries, on the one hand, and Seller and its Affiliates (other than the Company and its Subsidiaries), on the other hand, other than as permitted pursuant to Section 7.23 or otherwise explicitly contemplated by this Agreement;

 

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