SEC Filings

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


(g) On or before the Closing Date, the Public Company shall take, or cause to be taken, such action as is necessary or appropriate to establish local facility (non-data center) standalone networking capabilities, and local facility infrastructure services capabilities (including servers, storage and backup equipment not associated with enterprise shared infrastructure and assets related thereto) (“IT Operations”) at Company locations, including Company facilities and individual offices, so that the Company can support its own IT Operations from the Closing Date, excluding current shared locations where resources supporting both companies continue to provide services for both companies including but not limited to the Denver, Dallas, and Pensacola locations.

7.24 Pension Plan Contribution. On or before the earlier of (i) September 15, 2017 or (ii) the last Business Day prior to the Closing Date, Seller shall make an employer contribution of $15,000,000 to the Southwest Ambulance Pension Plan.

ARTICLE VIII

CONDITIONS TO CLOSING

8.1 Conditions Precedent to Obligations of Buyer. The obligations of Buyer to consummate the Closing are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived by Buyer, in whole or in part, to the extent permitted by applicable Law):

(a) Representations and Warranties.

(i) (1) (A) The representations and warranties of the Seller set forth in Article IV of this Agreement (other than (x) Sections 4.1, 4.2, 4.5, and 4.8(b) and (y) those other representations and warranties that address matters as of a specified date) shall be true and correct as of the Closing Date as though then made at and as of the Closing Date (without giving effect to materiality, Company Material Adverse Effect, or similar phrases in the representations and warranties), and (B) the representations and warranties of the Company set forth in Article IV of this Agreement that address matters as of a specified date (other than Sections 4.1, 4.2, 4.5 and 4.8(b)) shall be true and correct as of such specified date (without giving effect to materiality, Company Material Adverse Effect, or similar phrases in the representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (A) and (B) to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (2) the representations and warranties set forth in Sections 4.1, 4.2, and 4.5 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date (except for representations and warranties set forth in Sections 4.1, 4.2, and 4.5 which address matters only as of a specified date, which representations and warranties shall continue as of the Closing Date to be true and correct as of such specified date in all material respects) and (3) the representations and warranties set forth in Section 4.8(b) shall be true and correct in all respects as of the Closing Date as though made at and as of the Closing Date;

 

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