SEC Filings

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


(b) If an Indemnitee delivers a notice in accordance with Sections 10.3(c) or (h) with respect to a claim for any indemnification as provided for under this Article X before the expiration of the applicable survival period, then the applicable representation, warranty, covenant or agreement shall survive until, but only for purposes of, the resolution of the matter covered by such claim.

10.3 Indemnification.

(a) Subject to the terms and conditions of this Article X, from and after the Closing, the Public Company and Seller agree, jointly and severally, to indemnify and hold harmless Buyer, its Affiliates and their respective shareholders, directors, members, general and limited partners, managers, officers, employees and agents (each, a “Buyer Indemnitee”) from and against any and all losses, Liabilities, out-of-pocket costs or expenses, or other damages (collectively, “Losses”) incurred by such Buyer Indemnitee arising out of or resulting from (i) any breach of, or any inaccuracy in, any Specified Representation by Seller or the Company when made or deemed made by Seller or the Company in or pursuant to this Agreement or any certificate delivered pursuant hereto, (ii) Pre-Closing Tax Liabilities, (iii) any Transaction Costs that were unpaid as of the Closing and not included in the calculation of the Final Transaction Consideration, and (iv) and the matters set forth on Section 10.3(a)(iv) of the Company Disclosure Schedule, disregarding, in the case of clause (i) of this paragraph for purposes of the determination of any Losses and the determination of the existence of any breach or inaccuracy, any limitations or qualifications as to “material,” “Company Material Adverse Effect,” “Seller Material Adverse Effect” or similar qualifications set forth therein).

(b) Subject to the terms and conditions of this Article X, from and after the Closing, Buyer agrees to indemnify and hold harmless the Seller, its Affiliates and their shareholders, directors, members, general and limited partners, managers, officers, employees and agents (each, a “Seller Indemnitee and, together with the Buyer Indemnitees, the Indemnitees”) from and against any and all Losses incurred by such Seller Indemnitee arising out of or resulting from any breach of, or any inaccuracy in, any Specified Representation by Buyer when made or deemed made by Buyer in or pursuant to this Agreement or any certificate delivered pursuant hereto, disregarding for purposes of the determination of any Losses and the determination of the existence of any breach or inaccuracy, any limitations or qualifications as to “material” or “Buyer Material Adverse Effect” or similar qualifications set forth therein.

(c) In order for any Indemnitee to make a claim for any indemnification as provided for under this Article X in respect of, arising out of or involving a claim or demand made by any Person not a Party or its Affiliates against the Indemnitee (a “Third-Party Claim”), such Indemnitee must promptly notify in writing the party from whom such indemnification is sought hereunder (an “Indemnifying Party”), describing in reasonable detail the facts giving rise to the claim for indemnification hereunder (to the extent then known) and including in such notice (if then known) the amount or the method of

 

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