SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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agrees to pay all reasonable out-of-pocket expenses incurred by any such
Required Holder in connection with such exercise of rights at any time when a
Default or an Event of Default has occurred and is continuing.

                  5C. ACCOUNTANTS. The Company will continue to engage Deloitte
& Touche, LLP or another "big six" accounting firm to serve as its independent
public accountants.

                  5D. MAINTENANCE OF PROPERTIES; INSURANCE. The Company and its
Subsidiaries will maintain or cause to be maintained in good repair, working
order and condition all properties used or useful in the business of the Company
and its Subsidiaries and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof. The Company and its
Subsidiaries will maintain or cause to be maintained, with financially sound and
reputable insurers (or, as to workers' compensation or similar insurance, in an
insurance fund or by self-insurance authorized by the laws of the jurisdiction
in question), insurance with respect to their respective properties and
businesses against loss or damage of the kinds customarily insured against by
corporations of established reputation engaged in the same or similar businesses
and similarly situated, of such type and in such amounts as are customarily
carried under similar circumstances by such other corporations and as are in
good faith believed by the Company to be sufficient to prevent the Company and
its Subsidiaries from becoming a co-insurer within the terms of the policies in

                  5E. BOARD COMMITTEES. The Company has established, or will
establish no later than the next regularly scheduled Board meeting (presently
scheduled for January 1997), and will cause to remain in existence an audit
committee and a compensation committee of its Board of Directors, with such
duties and responsibilities typical of audit and compensation committees.

                  5F. CORPORATE EXISTENCE, ETC. The Company and each of its
Subsidiaries will at all times preserve and keep in full force and effect its
corporate existence, and rights, licenses and franchises material to its
business, and will qualify to do business in any jurisdiction where the failure
to do so would have a material adverse effect on the business, condition
(financial or other), assets, properties or operations of the Company or such
Subsidiary. The Company will duly call and hold shareholders meetings not less
frequently than once each year. The Company will duly call and hold meetings of
its Board of Directors (and its audit and compensation committees) not less
frequently than once each fiscal quarter.

                  5G. PAYMENT OF TAXES, CLAIMS AND SENIOR DEBT. The Company and
each of its Subsidiaries will pay all taxes, assessments and other governmental
charges imposed upon them or any of their respective properties or assets or in
respect of any of their respective franchises, business income or properties
before any significant penalty or significant interest accrues thereon, and all
claims (including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable, provided that no such
charge or claim need be paid if being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and if such accrual or
other appropriate provision, if any, as shall be required by