SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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strikes, slowdowns, picketing or work stoppages or other labor difficulty exist
or to the best of the Company's knowledge are threatened, with respect to any
employees of the Company or any of its Subsidiaries, (d) no grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement relating to the employees of the Company or any of its Subsidiaries is
in process, and to the best knowledge of the Company, no claim thereunder
exists, (e) neither the Company nor any of its Subsidiaries is experiencing any
labor disputes, including but not limited to strikes, slowdowns, picketing or
work stoppages with respect to the employees of the Company or any of its
Subsidiaries and (f) no "plant closing" or "mass layoff" has been effectuated by
the Company or any of its Subsidiaries (in each case as defined in the Worker
Adjustment and Retraining Notification Act (29 U.S.C. ss. 2101, et seq.), as
amended). To the best knowledge of the Company, there are no efforts in process
by unions to organize any employees of the Company who are not now represented
by recognized collective bargaining agents.

                  8W. SOLVENCY. As of and at the Closing, upon consummation of
the transactions contemplated by this Agreement and the Other Agreements, each
of the Company and its Subsidiaries:

                  (i) is and will be able to pay its debts as they become due;

                  (ii) owns and will own property whose fair saleable value is
         greater than the amount required to pay its debts (including a
         reasonable estimate of the amount of all contingent liabilities);

                  (iii) has and will have adequate capital to carry on its
         business, and has and will have capital which is not unreasonably small
         for the businesses in which it is engaged or proposes to engage; and

                  (iv) is making no transfer of property and is incurring no
         obligation in connection with the transactions contemplated by this
         Agreement and the Other Agreements with the intent to hinder, delay or
         defraud any of the present or future creditors of such company.

                  8X. PROJECTIONS. The projections set forth in the Offering
Memorandum, reflect the Company's management's good faith estimate that such
projections are reasonable and attainable when taken in the aggregate.

         9. REPRESENTATIONS AND AGREEMENTS OF THE PURCHASERS. Each of the
Purchasers represents, and in making this sale to such Purchaser it is
specifically understood and agreed, that (i) each institutional Purchaser is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, having the corporate or other power and authority
to execute, deliver and perform this Agreement and the Other Agreements and has
taken all action required by law, the Purchaser's governing documents or
otherwise to authorize such execution, delivery and performance, (ii) the
Purchaser is purchasing the Preferred

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