|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
Financing Agreement or any provision of the Financing contemplated pursuant to the Commitment Letters or any Financing Agreement (including any proposal by any Financing Source to withdraw, terminate or make a material change in the terms of (including the amount of Financing contemplated by) the Commitment Letters) or (B) material dispute or disagreement between or among any parties to any Commitment Letter or any Financing Agreement (other than ordinary course negotiations) with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, in each case, that would make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or materially delay the availability of the Financing, and (iii) if for any reason Buyer believes in good faith that there is a material possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letters or the Financing Agreements and (iv) of the termination or expiration of any Commitment Letter or any Financing Agreement.
(d) Buyer shall not permit or consent to (i) any amendment, supplement or modification being made to any Commitment Letter if such amendment, supplement or modification would (A) change, expand or impose new conditions precedent to the funding of the Financing from those set forth therein on the date hereof, (B) change the timing of the funding of the Financing thereunder in a manner reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate cash amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing (except as set forth in any flex provisions existing on the date hereof) to an amount less than the amount required to consummate the transactions contemplated hereby or (D) otherwise adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or the timing of the Closing (collectively, the Restricted Commitment Letter Amendments) (provided, that Buyer may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letters as of the date hereof (but not to make any other prohibited changes)) or (ii) early termination of any Commitment Letter. For purposes of this Agreement, references to any Commitment Letter shall include such document as permitted or required by this Section 7.10 to be amended, modified or waived, in each case from and after such amendment, modification or waiver.
7.11 Financing Assistance.
(a) Prior to the Closing, the Company shall provide, and shall cause the Companys Subsidiaries to provide, and shall use reasonable best efforts to cause its and their officers, directors and employees to provide, and shall use its reasonable best efforts to direct its and their accountants, legal counsel and other Representatives to provide, at Buyers sole cost and expense, as promptly as reasonably practicable all cooperation as may be reasonably requested by Buyer in connection with arranging, obtaining and syndicating the Financing, causing the conditions in the Commitment Letters to be satisfied, including (i) furnishing to Buyer and its Financing Sources as promptly as reasonably practicable the Required Information, (ii) reasonably cooperating with Buyer and the Financing Sources in the preparation of Offering Documents (and any supplements thereto), (iii) reasonably cooperating with the marketing and rating agency efforts of Buyer and the Financing Sources