|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
7.12 Exclusivity. From the date hereof until the earlier of (x) the date this Agreement is terminated pursuant to Article IX and (y) the Closing Date, the Public Company shall not, and shall cause its Affiliates and its and their Representatives not to, solicit, encourage, initiate or enter into negotiations or any agreement regarding the terms of any sale of securities of the Company or its Subsidiaries or any sale of material assets of the Company and/or the Companys Subsidiaries (except for sales or dispositions of obsolete or worn-out inventory and assets in the ordinary course of business) (a Competing Transaction), whether such transaction takes the form of a sale of stock, merger, reorganization, recapitalization, sale of assets or otherwise, with any Person other than Buyer, its Affiliates and its Representatives.
7.13 FIRPTA Certificate. The Company shall deliver to Buyer at Closing a certificate in the form of Exhibit B attached hereto, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding pursuant to Section 1445 of the Code and the Treasury regulations thereunder.
7.14 Resignation of Company Directors and Officers. To the extent requested in writing by Buyer no less than ten (10) Business Days prior to the Closing Date, the Company shall use its reasonable best efforts to deliver to Buyer prior to the Closing written resignations of each director and officer of the Company and its Subsidiaries, which resignations shall be effective as of the Closing.
7.15 Transition Services Agreement. At the Closing, each of Buyer and the Public Company shall duly execute and deliver to the other the Transition Services Agreement in substantially the form attached hereto as Exhibit C.
7.16 Tax Matters.
(a) Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of the Company and its Subsidiaries for any taxable period that includes (but does not end on) the Closing Date (a Straddle Period), the determination of the Taxes of the Company and its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries for the Straddle Period, shall be allocated between such two taxable years or periods on a closing of the books basis by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date. However, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis. For the avoidance of doubt, any estimated or prepaid Taxes paid by or with respect to the Company or its Subsidiaries to a Governmental Authority prior to the Closing Date in respect of any Pre-Closing Tax Period or Straddle Period shall be for the account of the Seller and shall reduce the amount of Taxes Buyer is entitled to receive pursuant to Article IX.