SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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this Agreement (including, without limitation, its obligation to make payments
to Indemnitee following any Determination made or deemed to have been made that
such payments are appropriate), Indemnitee shall have the right to commence a
Claim in any court of competent jurisdiction, as appropriate, to seek a
Determination by the court, to challenge or appeal any Determination which has
been made, or to otherwise enforce this Agreement.  If a Change of Control
shall have occurred, Indemnitee shall have the option to have any such Claim
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association.  Any such judicial proceeding challenging or appealing
any Determination shall be deemed to be conducted de novo and without prejudice
by reason of any prior Determination to the effect that Indemnitee is not
entitled to indemnification under this Agreement.  Any such Claim shall be at
the sole expense of Indemnitee except as provided in Section 8.3.

                 7.2.2.  If a Determination shall have been made or deemed to
have been made pursuant to this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such Determination in any
judicial proceeding or arbitration commenced pursuant to this Section 7.2,
except if such indemnification is unlawful.

                 7.2.3.  The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 7.2 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.  The Company
hereby consents to service of process and to appear in any judicial or
arbitration proceedings and shall not oppose Indemnitee's right to commence any
such proceedings.

         7.3.  Procedures.  Indemnitee shall cooperate with the Company and
with any Person making any Determination with respect to any Claim for which a 
claim for indemnification under this Agreement has been made, as the Company 
may reasonably require.  Indemnitee shall provide to the Company or the Person 
making any Determination, upon reasonable advance request, any documentation
or information reasonably available to Indemnitee and necessary to (a) the 
Company with respect to any such Claim or (b) the Person making any 
Determination with respect thereto.


         Section 8.  Change in Control Procedures.

         8.1.  Determinations.  If there is a Change in Control, any
Determination to be made under Section 4 shall be made by Independent Legal 
Counsel selected by Indemnitee and approved by the Company (which approval 
shall not be unreasonably withheld).  The Company shall pay the reasonable fees
of the Independent Legal Counsel and indemnify fully such Independent Legal 
Counsel against any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this Agreement or the 
engagement of Independent Legal Counsel pursuant hereto.

         8.2.  Establishment of Trust.  Following the occurrence of any
Potential Change in Control, the Company, upon receipt of a written request 
from Indemnitee, shall create a Trust (the "Trust")





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