SEC Filings

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


(c) Amendments. To the extent it would increase the amount of any Tax liability subject to indemnification pursuant to Section 10.3(a) of this Agreement, Buyer shall not, and shall not cause or permit the Company or any of its Subsidiaries to, (a) file, amend or otherwise modify any Tax Returns of the Company or its Subsidiaries filed with respect to any Pre-Closing Tax Period or Straddle Period except as expressly provided in Section 7.16(b)(ii), (b) make or change any Tax election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or Straddle Period of the Company or its Subsidiaries, (c) voluntarily approach any Governmental Authority with respect to any Pre-Closing Tax Period or Straddle Period of the Company or its Subsidiaries, or (d) extend or waive any statute of limitations with respect to any Pre-Closing Tax Period or Straddle Period of the Company or its Subsidiaries, in each case without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, or except as required by Law or in the ordinary course of business.

(d) Tax Proceedings.

(i) In the event that Buyer or any of its Affiliates (including the Company and its Subsidiaries following the Closing) receives notice from any Governmental Authority of any pending or threatened audit, assessment, inquiry or claim (a “Tax Claim”) in respect of any (i) Seller Prepared Return or (ii) any other Tax Return if such other Tax Return could result in payment of a Tax liability subject to indemnification pursuant to Section 10.3(a) of this Agreement, Buyer shall promptly provide written notice to Seller no later than twenty (20) days following the receipt by Buyer or its Affiliates of any such notice. In the event that the Seller receives notice from any Governmental Authority of any Tax Claim in respect of any Tax Return or Taxes of the Company or any of its Subsidiaries, the Seller shall promptly provide written notice to Buyer no later than twenty (20) days following the receipt by the Seller of any such notice. Notwithstanding the foregoing, in each case, the rights of the respective parties pursuant to this Agreement shall not be adversely affected by the failure to timely provide such notice, unless such failure actually and materially prejudices the other party in the defense of such Tax Claim.

(ii) Seller shall have the sole right, at its cost and expense, to control, defend, prosecute, settle and compromise any Tax Claim with respect to any Public Company Group Return.

(iii) Seller shall, at the cost and expense of Seller, have the right (but not the obligation) to control, defend, prosecute, settle and compromise any Tax Claim with respect to (i) any Seller Prepared Return and (ii) any other Tax Return of the Company or its Subsidiaries that relates solely to a Pre-Closing Tax Period to the extent such Tax Claim in respect of such other Tax Return could result in a Tax liability subject to indemnification pursuant to Section 10.3 of this Agreement, provided, however, that Buyer shall, at its cost and expense, be entitled to participate in such defense. Buyer shall have the right to control, defend, prosecute, settle and compromise any Tax Claim with respect to any Tax Return of the Company or its Subsidiaries that the Seller does not elect to control, or is not entitled to control, pursuant to the preceding sentence, provided, however, that the Seller shall, at its cost and expense, be entitled to participate in such

 

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