SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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     necessary to make the statements therein not misleading (except that such
     counsel need express no opinion as to financial statements or other
     financial or statistical data or information regarding the underwriters or
     the selling shareholders contained therein); (E) the descriptions in the
     registration statement, the prospectus, or any amendment or supplement
     thereto of all legal and governmental proceedings and all contracts and
     other legal documents or instruments are accurate in all material respects;
     and (F) while such counsel has not verified the accuracy, completeness, or
     fairness of the statements contained in any registration statement or
     prospectus, as either may be amended or supplemented, such counsel does not
     know of any legal or governmental proceedings, pending or threatened,
     required to be described in the registration statement, the prospectus, or
     any amendment or supplement thereto which are not described as required nor
     of any contracts or documents or instruments of the character required to
     be described in the registration statement, the prospectus, or any
     amendment or supplement thereto or to be filed which are not described or
     filed as required; and (ii) a letter or letters from the independent
     certified public accountants of the Corporation addressed to the
     underwriters, covering such matters as such underwriters may reasonably
     request, in which letters such accountants shall state, without limiting
     the generality of the foregoing, that they are independent certified public
     accountants within the meaning of the Securities Act and that in the
     opinion of such accountants the financial statements and other financial
     data of the Corporation included in the registration statement, the
     prospectus, or any amendment or supplement thereto comply in all material
     respects with the applicable accounting requirements of the Securities Act.
 
     6. REGISTRATION EXPENSES.  All expenses incident to the Corporation's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of the Corporation's independent certified public
accountants, legal counsel to the Corporation, underwriters (excluding discounts
and commissions attributable to the Registrable Shares included in such
registration) 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.
 
     7. INDEMNIFICATION.  (a) 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 7(e)) 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 after the Corporation has furnished such seller with a
sufficient number of copies of same 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 such 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 7(a) will be
made by periodic payments during the course of the investigation or defense, as
and when bills are required or expenses incurred.
 
     (b) 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
 
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