not an employee of AmSurg, ASC or Seller (or a person otherwise involved in the
carrying out of the transactions contemplated by this Agreement), nor make any
public announcement of, the transactions or terms of the transactions
contemplated by this Agreement.
9.2. NOTICE OF ADVERSE CHANGE. AmSurg and ASC each will notify Seller and the
Doctors in writing of any material adverse change in the business, assets,
operations, conditions or prospects of AmSurg or ASC, as the case may be, from
the date of this Agreement to the Closing Date.
9.3. SCHEDULES. AmSurg shall have the continuing obligation to supplement or
amend promptly the Schedules being delivered by AmSurg pursuant to this
Agreement with respect to any matter hereafter arising or discovered which, if
existing or known at the date of this Agreement, would have been required to be
set forth or described in these Schedules.
ARTICLE 10. CONDITIONS TO AMSURG'S AND ASC'S OBLIGATIONS
AmSurg and ASC shall not be obligated to consummate the transactions
contemplated hereby, unless each of the following conditions is fulfilled or
performed (unless expressly waived in writing by AmSurg and ASC) prior to or at
10.1. COMPLIANCE. The representations and warranties made by Seller and the
Doctors in this Agreement and the statements contained in the Schedules attached
hereto or in any instrument, list, certificate or writing delivered by Seller or
the Doctors pursuant to this Agreement shall be true when made and at and as of
the time of the Closing as though such representations and warranties were made
at and as of the Closing.
10.2. PERFORMANCE BY SELLER AND THE DOCTORS. Seller and the Doctors shall have
performed and complied with all covenants, agreements, obligations and
conditions required by this Agreement to be so complied with or performed by
each of them.
10.3. CERTIFICATE OF SELLER. Seller shall have delivered to AmSurg a
certificate, dated the Closing Date, certifying as to the fulfillment by Seller
of the conditions specified in Sections 10.1 and 10.2 hereof.
10.4. CERTIFICATE OF DOCTORS. Each of the Doctors shall have delivered to
AmSurg a certificate, dated the Closing Date, certifying as to the fulfillment
by such Doctor of the conditions specified in Sections 10.1 and 10.2 hereof.
10.5. CONSENTS AND LICENSES. All necessary consents, licenses, permits,
approvals, authorizations, orders and agreements from federal, state and local
governmental units and any other entity which are listed on Schedule 4.16,
including approval by the Missouri Department of Health and by applicable
Medicare and state Medicaid agencies, for the continued operation and
third-party reimbursement of the Centers by the LLC following the consummation
of the transactions contemplated hereby, shall have been issued to the LLC or
notice of issuance shall have been provided. AmSurg will assist Seller in
obtaining any licenses necessary for the LLC to own the Centers and any Medicare
and Medicaid provider numbers and/or participation agreements.
10.6. OPINION OF COUNSEL. AmSurg shall have been furnished with the opinion of
Shughart, Thomson & Kilroy, P.C., counsel to Seller and the Doctors, in
substantially the form of Exhibit 10.6.
10.7. LEASES. Seller shall have assigned to the LLC, and the LLC shall have
assumed, the leases for the Centers (the "Leases"), and Seller shall have
amended the Leases pursuant to the Lease Amendments attached hereto as Exhibits
10.7(a) and 10.7(b). In addition, the LLC shall have assumed the equipment
leases described on Schedule 1.2.
10.8. SHAREHOLDERS AGREEMENT. ASC and Seller shall have entered into a
shareholders agreement ("Shareholders Agreement"), which shall be in
substantially the form of Exhibit 10.8.
10.9. OFFERING MEMORANDUM. Seller and the Doctors shall have received an
offering memorandum relating to the AmSurg Common Stock and the LLC. Seller and
the Doctors each shall have executed and delivered to ASC an offeree
questionnaire in form and substance reasonably satisfactory to ASC and its
10.10. SIGNIFICANT PAYOR AGREEMENTS. All of the Significant Payor agreements
shall have been validly assigned to the LLC or Seller and AmSurg shall have no
reason to believe that any such agreement with a
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