SEC Filings

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


(b) by mutual written consent of the Seller and Buyer;

(c) by the Seller or Buyer if there shall be in effect a final, nonappealable Order of a Governmental Authority having competent jurisdiction permanently prohibiting the consummation of the Closing; provided, that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to (i) Seller, if Seller, the Public Company or the Company is then in breach of any of its representations, warranties, covenants or other agreements contained in this Agreement such that a condition set forth in Sections 8.1(a) or 8.1(b) would not then be satisfied or (ii) Buyer, if it is then in breach of any of its representations, warranties, covenants or other agreements contained in this Agreement such that a condition set forth in Sections 8.2(a) or 8.2(b) would not then be satisfied;

(d) by Buyer if (i) Buyer is not in breach of any of its obligations hereunder such that any condition to the obligations of Seller and the Company at the Closing set forth in Sections 8.2(a) or 8.2(b) would not then be satisfied and (ii) Seller, the Public Company and/or the Company is in breach of any of its respective representations, warranties or obligations hereunder such that the conditions set forth in Sections 8.1(a) or 8.1(b) would not then be satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) twenty (20) Business Days after the giving of written notice by Buyer to the Company and (y) five (5) Business Days prior to the Outside Date;

(e) by the Seller if (i) the Company, the Public Company and Seller are not in breach of any of their respective obligations hereunder such that any condition to the obligations of Buyer at the Closing set forth in Sections 8.1(a) or 8.1(b) would not then be satisfied and (ii) Buyer is in breach of any of its representations, warranties or obligations hereunder such that the conditions set forth in Sections 8.2(a) or 8.2(b) would not then be satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) twenty (20) Business Days after the giving of written notice by the Company to Buyer and (y) five (5) Business Days prior to the Outside Date; or

(f) by the Seller if (i) the Marketing Period has ended and all the conditions set forth in Section 8.1 have been, and continue to be, satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date that notice of termination is delivered by Seller to Buyer), (ii) Buyer does not complete the Purchase on or prior to the day the Closing is required to occur pursuant to Section 2.2, (iii) Seller shall have irrevocably confirmed in writing to Buyer that it is ready, willing and able to consummate the Closing on the date of such confirmation and throughout the three (3) Business Day period following delivery of such confirmation and (iv) Buyer fails to effect the Closing within such three (3) Business Days following delivery of such confirmation.

9.2 Procedure Upon Termination. In the event of termination and abandonment by Buyer or Seller, or both, pursuant to Section 9.1 hereof, written notice thereof shall forthwith be given to the other parties, and this Agreement shall terminate, without further action by any other party.

 

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