SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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whether conducted by the Company or any other Person, that Indemnitee in good
faith believes might lead to the institution of any such action, suit,
proceeding or arbitration or other alternative dispute resolution mechanism, in
each case whether civil, criminal, administrative or other (whether or not the
claims or allegations therein are groundless, false or fraudulent) and
includes, without limitation, those brought by or in the name of the Company or
any director or officer of the Company.

         "Company Agent" means any director, officer, medical director,
associate medical director, partner, employee, advisor, consultant, agent,
trustee or fiduciary of the Company, any Subsidiary or any Other Enterprise.

         "Covered Event" means any event or occurrence on or after the date of
this Agreement related to the fact that Indemnitee is or was a Company Agent or
related to anything done or not done by Indemnitee in any such capacity, and
includes, without limitation, any such event or occurrence (a) arising from
performance of the responsibilities, obligations or duties imposed by ERISA or
any similar applicable provisions of state or common law, or (b) arising from
any merger, consolidation or other business combination involving the Company,
any Subsidiary or any Other Enterprise, including without limitation any sale
or other transfer of all or substantially all of the business or assets of the
Company, any Subsidiary or any Other Enterprise.

         "Determination" means a determination made by (a) a majority vote of a
quorum of Disinterested Directors; (b) Independent Legal Counsel, in a written
opinion addressed to the Company and Indemnitee; (c) the shareholders of the
Company; or (d) a decision by a court of competent jurisdiction not subject to
further appeal.

         "Disinterested Director" shall be a director of the Company who is not
or was not a party to the Claim giving rise to the subject matter of a
Determination.

         "Expenses" includes attorneys' fees and all other costs, travel
expenses, fees of experts, transcript costs, filing fees, witness fees,
telephone charges, postage, copying costs, delivery service fees and other
expenses and obligations of any nature whatsoever paid or incurred in
connection with investigating, prosecuting or defending, being a witness in or
participating in (including on appeal), or preparing to prosecute or defend, be
a witness in or participate in any Claim, for which Indemnitee is or becomes
legally obligated to pay.

         "Independent Legal Counsel" shall mean a law firm or a member of a law
firm that (a) neither is nor in the past five years has been retained to
represent in any material matter the Company, any Subsidiary, Indemnitee or any
other party to the Claim, (b) under applicable standards of professional
conduct then prevailing would not have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
to indemnification under this Agreement and (c) is reasonably acceptable to the
Company and Indemnitee.

         "Loss" means any amount which Indemnitee is legally obligated to pay
as a result of any Claim, including, without limitation (a) all judgments,
penalties and fines, and amounts paid or to be paid in settlement, (b) all
interest, assessments and other charges paid or payable in connection





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