|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
an attempted assignment, transfer or assumption thereof, without the authorization, approval, consent or waiver of a third party (including any Governmental Authority), would constitute a breach or other contravention thereof or a violation of applicable Law. Subject to Section 7.4, the Public Company will use its commercially reasonable efforts to obtain any authorization, approval, consent or waiver necessary for the transfer or assignment of any such Transferred Assets and Liabilities, claim, right or benefit to Buyer. Notwithstanding anything to the contrary herein, neither the Public Company nor any of its Affiliates shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any third party in connection with the Public Companys obligations under this Section 7.23(b). If, on the Closing Date, any such authorization, approval, consent or waiver has not been obtained with respect to any Transferred Assets and Liabilities, or if an attempted transfer or assignment thereof would be ineffective or a violation of applicable Law, then, after the Closing Date, subject to Section 7.4, (1) the Public Company will continue to use commercially reasonable efforts to obtain any such authorization, approval, consent or waiver which has not been, but which may still be, obtained with respect to such Transferred Assets and Liabilities and (2) the Public Company and Buyer will cooperate in a mutually agreeable arrangement (a) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer or (b) under which the Public Company would enforce for the benefit (and at the expense) of Buyer any and all of the Public Companys or its Subsidiaries rights against a third party (including any Governmental Authority) associated with such Transferred Assets and Liabilities, claim, right or benefit (collectively, Third Party Rights), and the Public Company would promptly pay to Buyer when received all monies received by them under such Transferred Assets and Liabilities, claim, right or benefit (net of the Public Companys and its Subsidiaries expenses incurred in connection with any assignment contemplated by this Section 7.23(b).
(d) Seller and Buyer shall negotiate in good faith to reach an agreement to relocate the Companys employees who are currently located in Sellers facilities in Pensacola, Florida and Dallas, Texas to facilities owned or leased by the Company in those locations, such relocation to occur as soon as practicable following the date of this Agreement, but in any event prior to the Closing.
(e) Prior to the Closing, Seller and Buyer shall enter into an agreement, effective as of the Closing, for the property located at Suite Numbers 1300, 1400 and 1500 comprising the entire 13th, 14th and 15th floors of the building at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado, 80111 on the terms set forth in Section 7.23(e) of the Company Disclosure Schedule.
(f) On or before the Closing, Public Company and its Subsidiaries will take such steps as are necessary to transfer the employment of the Shared Services Employees to the Company and its Subsidiaries.