|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
Facsimile: (615) 742-2736
Attention: J. James Jenkins, Jr.
Frank M. Pellegrino
If to Buyer to:
Air Medical Group Holdings, Inc.
209 State Highway 121 Bypass, Suite 21
Lewisville, TX 75067
Facsimile: (682) 503-2162
Attention: Thomas Cook, EVP & General Counsel
with a copy (which shall not constitute actual or constructive notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Facsimile: (212) 455-2502
Attention: Gary Horowitz
11.8 Severability. If any condition, term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other conditions, terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. Notwithstanding the foregoing, the parties intend that the provisions of Article IX and Article X, including the remedies (and limitations thereon) and the limitations on representations, warranties and covenants, be construed as integral provisions of this Agreement and that such provisions, remedies and limitations shall not be severable in any manner that diminishes a partys rights hereunder or increases a partys Liability or obligations hereunder.