SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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Corporation, underwriters (excluding discounts and commissions attributable to
the Registrable Shares included in such registration, which shall be paid by
the holders of such Registrable Shares) and other persons retained by the
Corporation (all such expenses being herein called "Registration Expenses"),
will be borne by the Corporation.

In addition, the Corporation will pay all internal expenses (including without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit or quarterly
review, the expense of any liability insurance obtained by the Corporation and
the expenses and fees for listing the securities to be registered on each
securities exchange on which any shares of Common Stock are then listed.

6.       INDEMNIFICATION

6.1      The Corporation agrees to indemnify, to the extent permitted by law,
each seller of Registrable Shares, its officers and directors and each Person
who controls such seller (within the meaning of the Securities Act or the
Securities Exchange Act) against all losses, claims, damages, liabilities and
expenses (including, without limitation, reasonable attorneys' fees except as
limited by Section 6.4) caused by any untrue or alleged untrue statement of a
material fact contained in any registration statement, prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same:

         (i)     are caused by or contained in any information furnished in
         writing to the Corporation by such seller expressly for use therein or

         (ii)    caused by such seller's failure to deliver a copy of the
         registration statement or prospectus or any amendments or supplements
         thereto and both (A) such delivery is required by law and (B) such
         registration statement or prospectus or any amendments or supplements
         thereto does not contain any untrue or alleged untrue statement of a
         material fact or omission or alleged omission of a material fact. In
         connection with an underwritten offering the Corporation will
         indemnify the underwriters, their officers and directors and each
         Person who controls such underwriters (within the meaning of the
         Securities Act or the Securities Exchange Act) to the same extent as
         provided above with respect to the indemnification of the sellers of
         Registrable Shares.  The reimbursements required by this Section 6.1
         will be made by periodic payments during the course of the
         investigation or defense, as and when bills are rendered or expenses
         incurred.  

6.2      In connection with any registration statement in which a seller of 
Registrable Shares is participating, each such seller will furnish to
the Corporation in writing such information and affidavits as the Corporation
reasonably requests for use in connection with any such registration statement
or prospectus or any amendment thereof or supplement thereto and, to the extent
permitted by law, will indemnify the Corporation, its directors and officers
and each person who controls the Corporation (within the meaning of the
Securities Act or the Securities Exchange Act) against any losses, claims,
damages, liabilities and expenses (including, without limitation, attorneys'
fees except as limited by Section 6.4) resulting from any untrue statement of a
material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such seller expressly for use in the registration statement or
the prospectus; provided that the obligation to indemnify will be several, not
joint and several, among such sellers of Registrable Shares, and the liability
of each such seller of Registrable Shares will be in proportion to, and
provided further that such liability will be limited to, the net amount
received by such seller from the sale of Registrable Shares pursuant to such
registration statement.

6.3      Each seller of Registrable Shares agrees to indemnify, to the extent
permitted by law, the Corporation, its directors and officers and each person
who controls the Corporation (within the meaning of the Securities Act or the
Securities Exchange Act) against any losses, claims, damages, liabilities and
expenses (including without limitation, attorneys' fees except as limited by
Section 6.4) caused by the breach by such seller of a covenant or
representation or warranty made by such seller in an underwriting agreement;
provided, however, that each seller's obligation to indemnify will be several,
not joint and several, among the sellers of Registrable Shares, and the
liability of each such seller of Registrable Shares in any event will be
limited to the net amount received by such Seller from the sale of Registrable
Shares pursuant to the registration agreement to which such underwriting
agreement pertains.

6.4      Any Person entitled to indemnification hereunder will

         (i)     give prompt written notice to the indemnifying party of any
         claim with respect to which it seeks indemnification and

         (ii)    unless in such indemnified party's reasonable judgment a
         conflict of interest between such indemnified and indemnifying parties
         may





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