SEC Filings

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


damages and the Termination Fee or (iii) both a grant of specific performance to cause the consummation of the Closing and payment of the Termination Fee or any monetary damages, and in no circumstance will Buyer be required to pay the Termination Fee on more than one occasion. In no event shall Seller or the Company be entitled to seek the remedy of specific performance of this Agreement against any Financing Source in its capacity as a lender, purchaser or arranger in connection with the Financing.

(b) Notwithstanding anything in this Agreement to the contrary, in connection with any loss suffered as a result of any breach (including any Willful Breach) of any representation, warranty, covenant or agreement in this Agreement, the transactions contemplated hereby, the Financing, or in respect of any oral representation made or alleged to have been made in connection herewith, in each case, other than in a circumstance in which Seller is permitted to terminate this Agreement and receive the Termination Fee (and any interest payable thereon) pursuant to Section 9.4, Seller and the Company agree that the maximum aggregate Liability of Buyer shall be limited to an amount equal to the amount of the Termination Fee (and any interest payable thereon), and in no event shall Seller, the Company or their Affiliates seek to recover any money damages in excess of such amount. In no event shall Seller or the Company seek to recover monetary damages from any Nonparty Affiliate of Buyer (other than Buyer and other than pursuant to the Confidentiality Agreement). The parties acknowledge that the agreements contained in Sections 9.3 and 9.4 and this Section 9.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement.

ARTICLE X

ADDITIONAL AGREEMENTS

10.1 No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, NEITHER SELLER, THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT,

 

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