SEC Filings

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

consummate the Financing at or prior to the Closing, including by taking enforcement action (including through litigation pursued in good faith) to cause the Financing Sources, lenders and other Persons committing to provide the Financing to comply with their obligations under the Commitment Letters and the Financing Agreements and to fund such Financing at Closing, (C) fully enforce its rights under the Commitment Letters and the Financing Agreements and (ii) comply with its obligations under the Commitment Letters and the Financing Agreements to the extent the failure to comply with such obligations would adversely impact the amount or timing of the Financing (taking into account the expected timing of the Marketing Period) or the availability of the Financing at Closing. Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Financing which impact the availability of the Financing.

(b) In the event any portion of the Financing becomes unavailable on the terms and conditions (including any “flex” provisions applicable thereto) contemplated in any Commitment Letter, Buyer shall 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 to obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Financing that is available and Cash on Hand and the other cash available to Buyer and its Affiliates, to consummate the transactions contemplated by this Agreement and to pay all related fees and expenses (“Alternative Financing”) as promptly as practicable following the occurrence of such event (taking into account the Marketing Period) and to obtain, and when obtained, to provide the Company with a copy of, new financing commitment(s) that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”); provided, that in no event shall the Buyer be obligated to accept or pursue any Alternative Financing if it is materially less favorable in any respect than the Debt Financing contemplated by the Debt Commitment Letters. The provisions of this Section 7.10 and Section 7.11 shall be applicable to the Alternative Financing and, if applicable, any reference in this Agreement to “Financing” shall include “Alternative Financing”, any reference to “Commitment Letters” shall include the “Alternative Financing Commitment Letter” and any references to “Financing Agreements” shall include the definitive documentation relating to any such Alternative Financing. Notwithstanding anything to the contrary contained herein, in no event shall Buyer be required pursuant to this Agreement to agree to pay to the Financing Sources providing the Financing any additional fees or to increase any interest rates applicable to the Financing, except as expressly required pursuant to the Commitment Letters in existence as of the date hereof or in the associated fee letter referenced therein or related thereto.

(c) Buyer shall promptly (and, in any event, within two (2) Business Days of knowledge thereof) notify the Company in writing (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Commitment Letters or any Financing Agreement, if such breach or default would reasonably be expected to result in a material delay of, or in any way materially limit, the availability of the Financing, (ii) of the receipt by Buyer or any of its Affiliates or Representatives of any written notice or other written communication from any Financing Source with respect to any (A) actual or alleged breach, default, termination or repudiation by any party to the Commitment Letters or any