SEC Filings

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

(c) Buyer shall reasonably cooperate, and cause its Affiliates to reasonably cooperate, in the defense of any claim that is subject to the limitation of liability, advancement of expenses and/or indemnification as contemplated by this Section 7.6 and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

(d) The Buyer shall, and shall cause its Subsidiaries to, provide or maintain in effect for six (6) years from and after the Closing Date, through the purchase of “run-off” coverage or otherwise, directors’ and officers’ and corporate liability insurance covering those individuals who are covered by the directors’ and officers’ and corporate liability insurance policies provided for directors and officers of the Company and its Subsidiaries as of the date hereof (the “Existing Policies”) on terms (including coverage, deductibles and limits of liability) which, in the aggregate, are no less favorable to such D&O Indemnitees as the Existing Policies; provided, however, that if such “run-off” or other coverage is not available at a cost equal to or less than three hundred percent (300%) of the annual premiums paid as of the date hereof under the Existing Policies (the “Insurance Cap”) (which premiums are set forth in Section 7.6(d) of the Company Disclosure Schedule), then the Buyer shall only be required to, and shall cause its Subsidiaries to, obtain as much coverage as is possible under substantially similar policies for such annual premiums as do not exceed the Insurance Cap.

(e) The obligations of Buyer, and the Company under this Section 7.6 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 7.6 applies without the consent of each affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 7.6 applies shall be third party beneficiaries of this Section 7.6). The provisions of this Section 7.6 (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee, his, her or its heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Law, Contract or otherwise.

(f) In the event that the Buyer or any of its successors or assigns (i) consolidates or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made by Buyer and the Company so that the successors and assigns of the Company, as applicable, shall assume all of the obligations thereof set forth in this Section 7.6.

(g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of the Company’s Subsidiaries or any of their respective directors or officers, it being understood and agreed that the indemnification provided for in this Section 7.6 is not prior to or in substitution for any such claims under such policies.