SEC Filings

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


(f) No Order (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions hereunder shall have been issued and be continuing in effect and no Law shall have been enacted, issued, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of the transactions hereunder and shall continue to be in effect and

(g) Consents. At the Closing, the Company shall have received the consents, approvals or assurances as set forth on Section 8.1(g) of the Company Disclosure Schedule, which consents, approvals or assurances remain in full force and effect.

8.2 Conditions Precedent to Obligations of Seller and the Company. The obligations of Seller and the Company to consummate the Purchase are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the party to whose benefit such condition exists, in whole or in part, to the extent permitted by applicable Law):

(a) Representations and Warranties.

(i) (A) The representations and warranties of Buyer set forth in Article VI of this Agreement (other than (x) Sections 6.1 and 6.2 and (y) those other representations and warranties that address matters as of a specified date) shall be true and correct as of Closing Date as though then made at and as of the Closing Date (without giving effect to materiality, Buyer Material Adverse Effect or similar phrases in the representations and warranties), and (B) the representations and warranties of Buyer set forth in Article VI of this Agreement that address matters as of a specified date (other than Sections 6.1 and 6.2) shall be true and correct as of such specified date (without regard to materiality, Buyer 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 Buyer Material Adverse Effect;

(ii) The representations and warranties set forth in Sections 6.1 and 6.2 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 6.1 and 6.2 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 in all material respects as of such specified date);

(b) Covenants. Buyer shall have performed and complied in all material respects with all covenants and other agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(c) Officer’s Certificate. Each of Seller and the Company shall have received a certificate signed by an officer of Buyer, in form and substance reasonably satisfactory to Seller, dated the Closing Date, to the effect that the conditions specified in Sections 8.2(a) and 8.2(b) are satisfied;

 

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