the Recapitalization, the Exchange and the Distribution, (vii) the fees and
expenses of J.C. Bradford & Co., (viii) the fees of Doramus, Trauger & Ney and,
with respect to services performed on behalf of AmSurg, Bass, Berry & Sims PLC,
(ix) preparing and auditing the separate financial statements of AmSurg and its
consolidated subsidiaries and (x) obtaining any governmental or third party
consents or approvals required to be obtained on the part of AmSurg in
connection with the transactions contemplated by this Agreement; and (c) AHC
will be responsible for the costs of (i) preparing the Ruling Request, (ii)
printing (or reproducing) and mailing the Information Statement included in the
Registration Statement on Form 10 to AHC Holders, (iii) the fees and expenses of
the Transfer Agent in connection with the Distribution, (iv) the fees and
expenses of Morgan Keegan & Co., Inc. and Houlihan, Lokey, Howard & Zukin, (v)
the fees and expenses of Bass, Berry & Sims PLC with respect to services
performed on behalf of AHC, (vi) preparing and auditing the financial statements
of AHC and its consolidated subsidiaries (except for the separate financial
statements of AmSurg and its consolidated subsidiaries as provided in clause
(b)(ix) above) and (vii) obtaining any governmental or third party consents or
approvals required to be obtained on the part of AHC in connection with the
transactions contemplated by this Agreement.
5.9 Dispute Resolution.
(a) Submission of Disputes to Arbitration. Any claims, demands,
disputes, differences, controversies, and/or misunderstandings arising
under, out of, or in connection with, or in relation to this Agreement
(collectively, a "Dispute"), shall be settled by submission of such Dispute
(if not theretofore resolved by the parties hereto) within 45 days of
assertion to arbitration in accordance with the provisions of this Section
5.9 and the Commercial Arbitration Rules of the American Arbitration
(b) Selection of Arbitrators.
(i) The parties may agree upon one arbitrator whose decision will
be final and binding on them; otherwise there shall be three
arbitrators, with one named in writing by each party and the third
chosen by these two arbitrators (without necessary delay), and the
decision in writing signed by those assenting thereto of any two of the
arbitrators shall be final and binding on the parties.
(ii) No one shall be nominated or act as an arbitrator who is in
any way financially interested in this Agreement or in the business of
either party hereto.
(c) Consent to Jurisdiction. Any and all arbitrations shall take
place pursuant to the laws of the State of Delaware, and consent is hereby
given to jurisdiction of courts of the State of Delaware over the parties
to this Agreement in reference to any matter arising out of arbitration or
this Agreement, including but not limited to confirmation of any award and
enforcement thereof by entry of judgment thereon or by any other legal
(d) Costs of Arbitration. The cost of any arbitration (including the
fees of the arbitrator or arbitrators) pursuant to this Agreement shall be
borne equally by each party to the Dispute, unless otherwise determined by
the arbitrator or arbitrators.