|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
(c) Except as set forth in the Transition Services Agreement, Buyer shall be responsible for any severance compensation or termination benefits payable to any Company Employee who is terminated by Buyer or its Affiliates (including the Company and its Subsidiaries) following the Closing.
(d) Seller shall be responsible for any severance, change-in-control, retention, transaction, termination, incentive, bonus or similar amounts, if any, payable to any Company Employee solely as a result of the consummation of the Closing, including the employer portion of the Taxes due thereon, and not resulting from the termination of such Companys Employees employment with the Company and its Subsidiaries following the Closing.
(e) The parties hereto acknowledge and agree that all provisions contained in this Section 7.9 with respect to Continuing Employees (i) are included for the sole benefit of the respective parties hereto and shall not create any right (A) in any other person, including any employees, former employees, any participant or any beneficiary thereof in any Benefit Plan or Buyer Plan, or (B) to continued employment with the Company, any of the Companys Subsidiaries or Buyer or any of its Affiliates and (ii) shall not be treated as an amendment or other modification of any Benefit Plan or Buyer Plan. After the Effective Time, nothing contained in this Section 7.9 shall interfere with the right of the Company, Buyer or any of their respective Affiliates to amend, modify or terminate any Benefit Plan or Buyer Plan (subject, in each case, to the provisions of Sections 7.9(a) and 7.9(b) above) or to terminate the employment of any Continuing Employee for any reason.
7.10 Buyer Financing.
(a) Buyer shall (i) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing described in the Commitment Letters on the terms and conditions described in the Commitment Letters (including the exercise of so-called flex provisions in the fee letter related to the Secured Debt Commitment Letter) as promptly as practicable (taking into account the Marketing Period), including using reasonable best efforts to (A) maintain in full force and effect the Commitment Letters until consummation of the transactions contemplated by this Agreement and to negotiate and execute definitive agreements with respect to the Financing on the terms contained in the Commitment Letters (including any flex provisions applicable to the Secured Debt Commitment Letter) or on other terms that are no less favorable to Buyer than those contained in the Commitment Letters (including any flex provisions applicable to the Secured Debt Commitment Letter), which terms shall not in any respect expand on the conditions to the funding of the Financing at the Closing or reduce the aggregate amount of the Financing available to be funded on the Closing Date below the amount necessary to consummate the transactions contemplated hereby (the Financing Agreements), (B) satisfy on a timely basis (taking into account the expected timing of the Marketing Period) (or obtain the waiver of) all conditions and covenants applicable to Buyer in the Commitment Letters and such Financing Agreements that are to be satisfied by Buyer, if the conditions to the Financing have been satisfied, and to