SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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publicly available statement is made which names or refers to AHC or any
Indemnified Person, unless such settlement, compromise or consent includes an
unconditional release of AHC and each other Indemnified Person hereunder from
all liability arising out of such claim, action, suit or proceeding.

         AmSurg agrees that if any indemnification sought by an Indemnified
Person pursuant to this Section 4.3 is held to be unavailable for any reason
other than the gross negligence of AHC, then AmSurg and AHC will contribute to
the liabilities, claims or damages for which such indemnification is held
unavailable; provided, however, that no person guilty of fraudulent
misrepresentation shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  In determining the amount of
contribution to which the respective parties are entitled, there shall be taken
into account the relative benefits of this Agreement to AHC as compared to the
benefits to AmSurg of this Agreement and the transactions giving rise to such
liabilities, claims or damages, the parties' relative knowledge and access to
information concerning the matter with respect to which the claim was asserted,
the opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances.  AmSurg and AHC
agree that it would not be just and equitable if the amount of such
contribution were determined by pro rata or per capita allocation. Neither AHC
nor any Indemnified Person shall be obligated to make contribution hereunder
which in the aggregate exceeds the fees received by AHC under this Agreement,
less the aggregate amount of any damages which AHC and the Indemnified Persons
have otherwise been required to pay in respect of the same or any similar
claim.

         AmSurg will promptly reimburse AHC and any other Indemnified Person
for all expenses (including reasonable fees and disbursements of counsel) as
they are incurred by AHC or such other Indemnified Person in connection with
investigating, preparing for or defending, or providing evidence in, any
pending or threatened action, claim, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not AHC or
any other Indemnified Person is a party) and in enforcing this Agreement.

                                   ARTICLE V

                           MISCELLANEOUS AND GENERAL

         5.1      Termination; Modification or Amendment.  The Transition
Period may be terminated at any time by AmSurg by giving thirty days' prior
written notice to AHC.  It is contemplated that (a) as AmSurg becomes
self-sufficient during the Transition Period certain of the Services may no
longer be required and that appropriate adjustments in the list of Services and
the fees therefor will be made by written agreement AHC and AmSurg, and (b)
Schedule A may be modified from time to time by written agreement between AHC
and AmSurg. The obligations of the parties under Sections 4.2, 4.3 and 5.8
hereof shall survive the Transition Period or any termination of the Transition
Period or this Agreement.  The parties hereto may modify or amend this
Agreement by written agreement executed and delivered by authorized officers of
the respective parties.





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