SEC Filings

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


7.7 Preservation of Records.

(a) Buyer shall, and shall cause the Company and its Subsidiaries to, preserve and keep the records held by them relating to the conduct prior to the Closing of the businesses of the Company and its Subsidiaries for a period of seven (7) years from and after the Closing Date (or longer if required by applicable Law) and shall make such records (or copies) and officers, management, employees, advisors and Representatives available, at reasonable times and upon reasonable advance notice, to the Seller, and any of its Affiliates and/or Representatives as may be reasonably required by such Person in connection with any insurance claims by, Actions or Tax audits against, governmental investigations of, compliance with legal requirements by, or the preparation of financial statements of, the Seller or any of its Affiliates (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement, any Buyer Document, Seller Document or Company Document); provided, however, that (a) Buyer, the Company and its Subsidiaries may refuse access to the extent either of them reasonably determines such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer, the Company or any of their respective Subsidiaries; and (b) neither Buyer, the Company nor their respective Subsidiaries shall be required to so confer, afford such access or furnish such copies or other information to the extent that (x) doing so would result in the breach of any confidentiality or similar agreement to which Buyer, the Company or any of their Subsidiaries is a party or the loss of attorney-client privilege (provided Buyer shall, and shall cause the Company and its Subsidiaries to, use their respective reasonable best efforts to, make appropriate substitute arrangements under circumstances in which the restrictions of this clause (x) apply), or (y) the relevant matters or books and records relate solely to Buyer and none of the Company or its Subsidiaries or their respective businesses.

(b) The Public Company shall, and shall cause its Affiliates to, preserve and keep the records held by them relating to the businesses of the Company and its Subsidiaries for a period of seven (7) years from and after the Closing Date (or longer if required by applicable Law) and shall make such records (or copies) and officers, management, employees, advisors and Representatives available, at reasonable times and upon reasonable advance notice, to Buyer and any of its Affiliates and/or Representatives as may be reasonably required by such Person in connection with any insurance claims by, Actions or Tax audits against, governmental investigations of, compliance with legal requirements by, or the preparation of financial statements of, the Buyer or any of its Affiliates (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Buyer Document, Seller Document or Company Document); provided, however, that (a) the Public Company and its Affiliates may refuse access to the extent any of them reasonably determines such access would unreasonably interfere with or disrupt any of the businesses or operations of them; and (b) neither the Public Company nor its Affiliates shall be required to so confer, afford such access or furnish such copies or other information to the extent that (x) doing so would result in the breach of any confidentiality or similar agreement to which the Public Company or any of its Affiliates is a party or the loss of attorney-client privilege (provided the Public Company shall, and shall cause its Affiliates to, use their respective

 

-52-