SEC Filings

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


7.22 Intellectual Property Matters.

(a) Effective as of the Closing Date, the Public Company, on behalf of itself and its Affiliates, hereby agrees and covenants that none of them will bring or threaten to bring any Action against the Buyer or its Affiliates (including the Company and its Subsidiaries following the Closing) alleging that the current and future operation of its and their businesses infringes, misappropriates or violates any Intellectual Property (other than Trademarks) that is both (a) owned by the Public Company or its Affiliates (other than the Company and its Subsidiaries) as of or prior to the Closing Date and (b) used by the Company and its Subsidiaries as of or prior to the Closing Date. The Buyer and its Affiliates may (x) extend this covenant to its and their vendors, contractors, service providers, distributors, customers and end-users in connection with the businesses of the Buyer or its Affiliates, but not for the independent and unrelated use of such Persons and (y) assign this covenant, in whole or in part, in connection with a change of control, merger, reorganization or sale of one or more businesses or product lines to which this covenant relates.

(b) The Public Company agrees that the Company and its Subsidiaries may make reference to the Public Company’s and its Subsidiaries’ Trademarks in historical, tax, employment or similar records, as required by any applicable Laws or as otherwise reasonably necessary or appropriate to describe their historical relationship.

7.23 Transfer of Assets and Liabilities.

(a) Prior to the Closing, the Public Company shall take, or cause to be taken, such action as is necessary or appropriate to transfer, assign or convey the assets, rights, properties and Liabilities of the Business owned or held by the Public Company or its Subsidiaries (other than the Company or its Subsidiaries) set forth in Section 7.23(a) of the Company Disclosure Schedule (the “Transferred Assets and Liabilities”) to the Company or its Subsidiaries in the manner set forth in Section 7.23(a) of the Company Disclosure Schedule such that, as of the Closing, the Transferred Assets and Liabilities will be owned, held and assumed by the Company or its Subsidiaries; provided that, at Buyer’s reasonable request, those Transferred Assets and Liabilities covered by the request shall instead be transferred at the Closing to one or more Affiliates of Buyer identified by Buyer.

(b) Except as otherwise contemplated herein or in the Transition Services Agreement, in the event that, at any time or from time to time (whether prior to, at or after the Closing Date), (i) Public Company or its Subsidiaries (other than the Company and its Subsidiaries) shall receive or otherwise possess any asset that is used primarily in or for the Business or (ii) Buyer or its Subsidiaries (including the Company and its Subsidiaries) shall receive or otherwise possess any asset that is used primarily in the business of Seller and its Subsidiaries (other than the Company and its Subsidiaries), the first Party shall promptly transfer, or cause its Subsidiary to transfer, such asset to the other Party or its Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such asset.

(c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if

 

-67-