SEC Filings

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


7.6 Indemnification, Exculpation and Insurance.

(a) For a period of six (6) years from and after the Closing Date, Buyer shall, and shall cause the Company and the Company’s Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who are now, or have been at any time prior to the date hereof, or who become prior to the Closing Date, directors or officers of the Company and/or any of its Subsidiaries (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time on or prior to the Closing Date; provided that neither the Company nor any of its Subsidiaries shall be liable for any indemnification pursuant to this Section 7.6 arising from any settlement effected without the prior written consent of Buyer. Any D&O Indemnitee wishing to claim indemnification under this Section 7.6, upon learning of any claim for which it may seek indemnification hereunder, shall promptly notify Buyer and the Company in writing; provided that the failure to so notify shall not affect the obligations of Buyer, the Company or its Subsidiaries except to the extent such failure to notify materially prejudices Buyer, the Company or its Subsidiaries. For a period of six (6) years from and after the Closing Date, Buyer agrees that all rights of the D&O Indemnitees to advancement of expenses, indemnification and exculpation from Liabilities for acts or omissions occurring on or prior to the Closing Date as provided in (x) the certificate of incorporation or the bylaws of the Company, or (z) the certificate of incorporation or bylaws (or comparable organizational documents) of any of its Subsidiaries, in each case, as now in effect, and any indemnification agreements of the Company, and/or any of its Subsidiaries shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from and after the Closing Date, such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of any of the D&O Indemnitees, unless such modification is required by Law or approved by each such adversely affected D&O Indemnitee. In addition, Buyer shall, or shall cause the Company and its Subsidiaries, as the case may be, to advance, pay and/or reimburse any expenses of any D&O Indemnitee under this Section 7.6 as incurred to the fullest extent permitted under applicable Law; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law, the certificate of incorporation or bylaws (or similar organizational documents) of the Company or its Subsidiaries, or any indemnification agreements of the Company and/or any of its Subsidiaries, in each case as now in effect.

(b) Buyer, from and after the Closing Date and for six (6) years thereafter, shall cause (i) the certificate of incorporation and bylaws of the Company to contain provisions no less favorable to the D&O Indemnitees with respect to limitation of Liability, advancement of expenses and indemnification than are set forth as of the date of this Agreement in the certificate of incorporation and the bylaws of the Company and (ii) the certificate of incorporation and bylaws (or comparable organizational documents) of each Subsidiary of the Company to contain provisions no less favorable with respect to limitation of Liability, advancement of expenses and indemnification of partners, members, directors, officers, employees and agents, than are set forth in such documents as of the date of this Agreement.

 

-50-