SEC Filings

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


(e) The Public Company acknowledges and agrees that its obligations set forth in this Section 7.19 are an essential element of this Agreement and that, but for the agreement of the Public Company in this Section 7.19, Buyer would not have entered into this Agreement. Each of the Public Company and Buyer acknowledges and agrees that the undertakings of the Public Company in this Section 7.19 constitute an independent covenant of the Public Company and shall not be affected by the performance or nonperformance by any party hereto of any other term or provision of this Agreement. Each of the Public Company and Buyer acknowledges that it has consulted with its own counsel with regard to this Section 7.19 and, after such consultation, agrees that the obligations of the Public Company set forth in this Section 7.19 are reasonable and proper, have been negotiated fully and fairly and represent an agreement based on the totality of the Transactions.

7.18 Repayment of Indebtedness. Seller shall cause all Indebtedness, if any, of the Company and its Subsidiaries of the type specified in clauses (i), (ii) and (solely to the extent related to clause (i) or (ii)) clause (vii) of the definition thereof to be paid off, extinguished or otherwise terminated and all Liens on any assets and Equity Interests of the Company or its Subsidiaries relating to any such Indebtedness to be released at or prior to the Closing Date. On or prior to the Closing Date, the Company shall deliver to Buyer payoff letters, duly executed by the applicable lenders, with respect to all Indebtedness, if any, of the type specified in clauses (i), (ii) and (solely to the extent related to clause (i) or (ii)) clause (vii) of the definition thereof, in a form and substance reasonably acceptable to Buyer which (A) correctly states the amount, including any applicable premiums or fees and expenses necessary to repay such Indebtedness and completely discharge the obligations with respect thereto (other than any contingent obligations under indemnification and expense reimbursement provisions for which no claim has been made that expressly survive the repayment in full of such Indebtedness by the terms thereof) and (B) acknowledges that, subject to the repayment of the aggregate principal amount outstanding thereunder, together with all interest accrued thereon and any other fees or expenses payable thereunder, (x) such debt instrument, credit facility or other instrument will automatically, without any further action, be terminated, (y) any and all Liens relating to such debt instrument, credit facility, or other instrument will automatically, without any further action, be released and (z) the Company and its Subsidiaries will automatically, without any further action, be released from any and all Liabilities with regards to such debt instrument, credit facility, or other instrument. In the event the Company and its Subsidiaries have no Indebtedness of the type specified in clauses (i), (ii) and (solely to the extent related to clause (i) or (ii)) clause (vii) of the definition thereof as of the Closing, the Seller shall deliver to Buyer a certificate to that effect.

7.19 Intercompany Accounts. On or prior to the Closing Date, all intercompany accounts, intercompany agreements and other intercompany Liabilities except for those accounts and agreements listed on Section 7.19 of the Company Disclosure Schedule between Seller or its Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company and its Subsidiaries, on the other hand, shall be settled or otherwise eliminated without any further Liability to the Company or its Subsidiaries.

 

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