|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
defense to the extent such Tax Claim relates to a Straddle Period. The Seller shall not settle or compromise any Tax Claim it controls pursuant to this Section 7.16(d)(iii) without Buyers consent, which shall not be unreasonably withheld, conditioned or delayed, if such settlement could adversely affect Buyers (or its Affiliates, including the Companys or any of its Subsidiaries for tax periods other than Pre-Closing Tax Periods) liability for Taxes. Buyer shall not settle or compromise any Tax Claim it controls pursuant to this Section 7.16(d)(iii) without the Sellers consent, which shall not be unreasonably withheld, conditioned or delayed, if such settlement could adversely affect Sellers (or its Affiliates, including the Companys or any of its Subsidiaries for Pre-Closing Tax Periods) liability for Taxes (including any direct or indirect indemnification obligation under this Agreement). This Section 7.16(d) shall supersede anything to the contrary in Section 10.3.
(e) Tax Refunds. Any Tax refunds that are received by Buyer, the Company or its Subsidiaries, and any amounts credited against any Tax of Buyer, the Company or any of its Subsidiaries to which Buyer or any such entity become entitled to realize, in each case that relate to Tax liabilities for Pre-Closing Tax Periods subject to indemnification pursuant to Section 10.3, shall be for the account of the Seller, except to the extent any such refund or credit arises as a result of the carryback of a loss sustained in a taxable period other than a Pre-Closing Tax Period. Buyer shall, and shall cause the Company to, cooperate, as reasonably requested by the Seller, in obtaining any Tax refund described in the preceding sentence, including, but not limited to, by filing appropriate forms with the applicable Governmental Authority. Buyer shall pay over to the Seller any such Tax refunds or amounts of any such credit, net of Taxes and reasonable fees or expenses incurred by Buyer, the Company or the Subsidiaries in obtaining such refund or credit, within fourteen (14) Business Days after actual receipt or realization thereto.
(f) Tax Sharing Agreements. Any Tax sharing agreements between the Seller and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand, shall be terminated so that neither the Company nor any of its Subsidiaries has any rights or obligations thereunder after the Closing
(g) Cooperation. The parties shall cooperate fully in connection with any Tax matters relating to the Company and its Subsidiaries (including by the provision of reasonably requested relevant records or information).
(h) Reduction of Attributes. To the extent that any member of any Public Company Group recognizes a loss on the sale of the Company and its Subsidiaries as a result of any transaction contemplated herein, the Seller will take action as necessary to ensure that no Tax attributes of the Company or any of its Subsidiaries are reduced by reason of Treasury Regulation Section 1.1502-36 or any similar provision of state, local or foreign Law.
7.17 Restrictive Covenants.
(a) For a period of five (5) years from and after the Closing Date (the Restricted Period), the Public Company shall not, and shall cause its Affiliates not to, directly or indirectly engage in any business substantially similar to or that otherwise competes with the Company or its Subsidiaries anywhere in the world, or own the Equity Interests of, manage, operate or control, any Person that engages in a business substantially similar to or that otherwise competes with the Company or its Subsidiaries (the Restricted Business).