SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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              11C. PROCEDURES UNDER INDEMNIFICATION. In the event that any
legal proceedings shall be instituted or that any claim or demand shall be
asserted by any person in respect of which payment may be sought by either party
from the other party under the provisions of this paragraph 11, the party
seeking indemnification (the "Indemnitee") shall promptly cause written notice
of the assertion of any claim of which it has knowledge and which is covered by
this paragraph 11 to be forwarded to the party from which indemnification is
sought (the "Indemnitor"); provided, however, that failure to give notice shall
not relieve the Indemnitor of its indemnity obligation, except to the extent the
Indemnitor is actually prejudiced in its defense of the action as a result of
such failure. The Indemnitor shall have the right, at its option and at its
expense, to be represented by counsel of its choice and to participate in, or to
take exclusive control of, the defense, negotiation and/or settlement of any
proceeding, claim or demand which relates to any losses or potential losses
indemnified against hereunder provided that (i) the Indemnitor acknowledges in
writing its obligation to fully indemnify the Indemnitee pursuant to paragraph
11A or 11B, as applicable, with respect to such claim or demand and (ii) such
claim or demand involved seeks (and continues to seek) solely monetary damages,
and provided, further, that the Indemnitee may participate in any such
proceeding with counsel of its choice and at its own expense. To the extent that
the Indemnitor elects not to defend or settle, or fails to adequately defend or
prosecute, such proceeding, claim or demand, the Indemnitee may in accordance
with its good faith business judgment elect reasonably to defend against, settle
or otherwise deal with any such proceeding, claim or demand. Any settlement
shall be made only with the consent of the Indemnitee (which consent shall not
be unreasonably withheld or delayed, and shall be deemed given by the Indemnitee
unless the Indemnitee shall notify the Indemnitor of its objection to such
settlement and the reasons for such objection by notice given within ten (10)
days after such consent shall be requested by the Indemnitor). Indemnitor shall
not, without the prior written consent of the Indemnitee, enter into any
compromise or settlement which commits the Indemnitee to take, or to forbear
from taking, any action. The parties agree to cooperate fully with each other in
connection with the defense, negotiation or settlement of any such legal
proceeding, claim or demand, provided that Indemnitor shall reimburse Indemnitee
for all reasonable out-of-pocket expenses in connection therewith. After any
final judgment or award shall have been rendered by a court, arbitration board
or administrative agency of competent jurisdiction and the time in which to
appeal such final judgment or award shall have expired, or a settlement shall
have been consummated, or the Indemnitee and the Indemnitor shall have arrived
at a mutually binding agreement with respect to each separate matter indemnified
by the Indemnitor, the Indemnitee shall forward to the Indemnitor notice of any
sums due and owing by the Indemnitor with respect to such matter and the
Indemnitor shall be required to pay all of such sums owing by reason of such
judgment, award or settlement to the Indemnitee by wire transfer in immediately
available funds within thirty (30) days after the date of such notice. If
defendants in any action include both the Indemnitor and the Indemnitee, and (a)
the Indemnitee shall have been advised by its counsel that there may be legal
defenses available to the Indemnitee which are different from or additional to
those available to the Indemnitor or (b) if there are any conflicts of interest
between the Indemnitor and the Indemnitee with respect to such action, the
Indemnitee shall have the right to employ its own counsel in such action, and in
such event, the fees and