SEC Filings

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


by Law, except to the extent otherwise set forth in the Confidentiality Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

11.11 Provision Respecting Legal Representation. It is acknowledged by each of the parties that Seller and the Company have retained Bass, Berry & Sims PLC (“BBS”) to act as its counsel in connection with the transactions contemplated hereby and that BBS has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of BBS for conflict of interest or any other purposes as a result thereof. Each of Buyer, Seller and the Company hereby agrees that, in the event that a dispute arises after the Closing between Buyer, the Company or any of their respective Subsidiaries, on the one hand, and the Seller, on the other hand, BBS may represent the Seller in such dispute even though the interests of the Seller may be directly adverse to Buyer, the Company or any of their respective Subsidiaries, and even though BBS formerly may have represented the Company and/or any of their respective Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if BBS, at the time of such dispute, is handling ongoing matters for Buyer, the Company and/or any of its Subsidiaries. Buyer acknowledges and agrees that, in connection with any future dispute between Buyer, the Company and/or any of its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among BBS, Seller, the Company or any of the Company’s Subsidiaries at or prior to the Closing that relate in any way to the negotiation of the transactions contemplated by this Agreement (the “Privileged Deal Communications”), the attorney-client privilege and the expectation of client confidence belongs to the Seller and may be controlled by the Seller and shall not pass to or be claimed by Buyer or the Company or any of its Affiliates. Accordingly, Buyer, the Company and its Affiliates shall not have access to any Privileged Deal Communications, or to the files of BBS relating to any engagement described in this Section 11.11, whether or not the Closing shall have occurred. Buyer, the Company and/or any of its Affiliates shall not assert or use Privileged Deal Communications for the purpose of asserting, prosecuting or litigating any Action against the Seller and its Affiliates. Each of Buyer and the Company acknowledges and agrees that any disclosure of the Privileged Deal Communications will not prejudice or otherwise constitute a waiver of any claim of privilege, and Buyer and the Company shall use reasonable best efforts to return promptly any inadvertently disclosed Privileged Deal Communications to the appropriate Person. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer, the Company or their then-Affiliates following the Closing, on the one hand, and a third party other than the Seller and any of its then-Affiliates (solely in their capacity as former direct or indirect equityholders of the Company), on the other hand, Buyer, the Company or any of their respective

 

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