SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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                  8E. OUTSTANDING DEBT. After giving effect to the Closing and
the transactions contemplated by this Agreement and the Other Agreements there
will exist no default(s) by the Company or any of its Subsidiaries under the
provisions of any instrument evidencing any Debt or of any agreement relating
thereto which default(s) exceeds $1,000,000 in the aggregate.

                  8F. TITLE TO PROPERTIES. The Company and each of its
Subsidiaries has good and marketable title to all of its respective properties
and assets, owned by any of them, free and clear of all Liens other than Liens
in connection with existing Debt. The Company and each of its Subsidiaries
enjoys peaceful and undisturbed possession under all leases and subleases
necessary in any material respect for the operation of its properties and
businesses; and none of such leases or subleases contain any unusual and
burdensome provisions which might reasonably be expected to materially adversely
affect or impair the operation of such properties and businesses. Except to
perfect and protect security interests in connection with existing Debt at the
time of the Closing, (i) no effective financing statement under the Uniform
Commercial Code which names the Company or any of its Subsidiaries as debtor or
lessee will be on file in any jurisdiction and (ii) neither the Company nor any
of its Subsidiaries will have signed any effective financing statement or any
effective security agreement authorizing any secured party thereunder to file
any such financing statement.

                  8G. TAXES. The Company and each of its Subsidiaries has filed
all tax returns required by law to be filed by it (or obtained valid extensions
thereof), and all taxes, assessments and other governmental charges levied upon
the Company or any of its Subsidiaries or any of their respective properties,
assets, income or franchises which are due and payable, other than those
presently payable without penalty or interest, have been paid, other than
charges or claims being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and with respect to which an
accrual or other appropriate provision, if any, as required by GAAP shall have
been made therefor. There are no tax liens upon any assets of the Company or any
of its Subsidiaries.

                  8H. CONFLICTING AGREEMENTS AND OTHER MATTERS. Neither the
execution or delivery of this Agreement or the Preferred Stock or the Other
Agreements, nor the offering, issuance and sale of the Preferred Stock, nor
fulfillment of or any compliance with the terms and provisions hereof and
thereof, will conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in any violation of, or
result in the creation of any Lien upon any of the properties or assets of the
Company or any of its Subsidiaries pursuant to, the charter or Bylaws of the
Company or any of its Subsidiaries, any award of any arbitrator or any material
agreement, instrument, order, judgment, decree, statute, law, rule or regulation
to which the Company or any of its Subsidiaries, or any of their respective
properties or assets is subject. Other than with respect to the Suntrust
Agreement, the Company is not a party to or otherwise subject to any contract or
agreement which limits the amounts of, or otherwise imposes restrictions on, the
incurring of Debt or which contains dividend or redemption limitations on any
Capital Stock of the Company, or which restricts the issuance of the Preferred
Stock, except for this Agreement.

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