SEC Filings

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


11.9 Binding Effect; Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a party to this Agreement except (i) Section 7.6 shall be for the benefit of, and enforceable by, the D&O Indemnitees, (ii) Section 11.10 shall be for the benefit of, and enforceable by, the Nonparty Affiliates of the parties, (iii) Section 11.11 shall be for the benefit of, and enforceable by BBS, and (iv) the Financing Source Sections and this Section 11.9(a)(vi) shall be for the benefit of, and enforceable by, the Financing Sources and their respective Affiliates and Representatives. Without limiting the foregoing, each of the parties hereto acknowledges to each of the Financing Sources, as an explicit third party beneficiary, such Financing Source’s direct rights against such party under the Financing Source Sections and this Section 11.9(a), which are intended for the benefit of, and shall be enforceable by, each Financing Source, its successors, assigns, heirs and its legal representatives.

(b) No assignment of this Agreement or of any rights or obligations hereunder may be made, directly or indirectly (by operation of law or otherwise), by (i) the Company or Seller, without the prior written consent of Buyer or (ii) Buyer, without the prior written consent of either the Company and Seller (prior to the Closing) or the Seller (at and after the Closing), respectively. Any attempted assignment without obtaining such required consent shall be null and void. Notwithstanding the foregoing, Buyer may assign this Agreement (in whole but not in part) to one or more wholly owned Subsidiaries of Buyer; provided, however, that no such assignment shall relieve Buyer of its obligations under this Agreement; provided, further, that in no event shall Buyer be permitted to assign this Agreement to any Person to the extent such that, as a result of such assignment, any delay would occur with respect to any consent or approval of, or filing, declaration or registration with, any Governmental Authority that otherwise is required to be made under this Agreement or in connection with the transactions contemplated hereby.

11.10 Non-Recourse. Except to the extent otherwise set forth in the Confidentiality Agreement, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any Financing Source, any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party or any Financing Source, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted

 

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