SEC Filings

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


promptly reimburse the Indemnifying Party for any subsequent recoveries of the amount of such previously indemnified Losses (if previously indemnified hereunder) so as to avoid a double recovery; provided in each case that an Indemnitee shall be under no obligation to seek such recovery. If Buyer fails to pursue or unsuccessfully obtain recoveries under any applicable insurance policies, then the Seller, without limiting the foregoing provisions of this Section 10.4(b) or any of its other rights or remedies hereunder, shall have the right of subrogation to pursue such insurance policies and may take any reasonable actions necessary to pursue such rights of subrogation in its name.

10.5 Exclusive Remedies Following the Closing Date. Following the Closing, except in the case of actual common law fraud or Willful Breach in the making of representations and warranties, the indemnification provisions of this Article X shall be the sole and exclusive monetary remedy of the Indemnitees for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) for any breach of any (i) representation or warranty or (ii) any covenant, agreement or obligation to be performed prior to the Closing, in either case set forth herein or otherwise relating to the subject matter of this Agreement or any certificate delivered in connection herewith, will be the indemnification and/or reimbursement obligations of the parties set forth in this Article X. In furtherance of the foregoing, each of the parties hereby waives, from and after the Closing Date, to the fullest extent permitted under applicable Law, any and all rights and claims for Losses it may have against any other party to this Agreement for any breach of any (i) representation or warranty or (ii) covenant, agreement or obligation to be performed prior to the Closing, in either case set forth herein or otherwise relating to the subject matter of this Agreement or any certificate delivered in connection herewith, any applicable Law, common law or otherwise (except pursuant to the indemnification provisions set forth in this Article X or in the case of actual common law fraud or Willful Breach in the making of representations and warranties). The provisions of this Section 10.5 shall not, however, prevent or limit a cause of action under Section 11.1 to obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

10.6 Successors and Assigns. In the event that an Indemnifying Party or any of its successors or assigns (i) consolidates or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made by the Public Company or Buyer so that the successors and assigns of the Indemnifying Party, as applicable, shall assume all of the obligations thereof set forth in this Article X.

 

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