(b) violate any provision of the Charter or Bylaws of AmSurg; (c) violate any
order, arbitration award, judgment, writ, injunction, decree, statute, rule or
regulation applicable to AmSurg which violation would have a material adverse
effect on the business or operations of AmSurg; or (d) violate any other
contractual or legal obligation or restriction to which AmSurg is subject which
violation would have a material adverse effect on the business or operations of
6.4. TAXES. AmSurg has filed all federal, state and local tax returns required
to be filed by it through the date hereof (or has obtained an extension for such
filing) and has paid all taxes and assessments (including without limitation
income, excise, unemployment, social security, occupation, franchise, property,
sales and use taxes, import duties or charges, and all penalties and interest in
respect thereof) due and payable therefrom. AmSurg has not signed any extension
agreement with any taxing authority and knows of no open or questionable matters
for any prior periods.
6.5. LITIGATION. There is no claim, litigation, investigation or proceeding
pending or, to AmSurg's knowledge, threatened against AmSurg at law or in equity
or before any court, legislative or administrative tribunal or governmental
agency which questions the validity of this Agreement or which, if adversely
determined or publicly disclosed, would have a material adverse effect on the
business or operations of AmSurg.
6.6. COMPLIANCE WITH LAW AND OTHER REGULATIONS. AmSurg is in compliance in all
material respects with all requirements of applicable Laws. AmSurg possesses all
required licenses, permits, certificates, and authorizations needed for the
conduct of its business as presently conducted. AmSurg knows of no act or
omission occurring on or before the date hereof which would subject AmSurg to
the likelihood of any fine or suspension of any license, permit, certificate or
6.7. REPORTS AND RETURNS. AmSurg has filed all reports and returns heretofore
required by federal, state or municipal authorities and all reports and returns
to the various governmental authorities which control, directly or indirectly,
any of its activities, and has paid all sums heretofore due with respect to such
reports and returns.
6.8. DEFAULTS. AmSurg is not in default under, and no event has occurred which,
with the giving of notice or the passage of time, or both, would result in a
default under, any outstanding indenture, mortgage, contract or agreement to
which AmSurg is a party, which default would have a material adverse effect on
the business or operations of AmSurg.
The execution, delivery and performance by AmSurg of this Agreement and the
transactions contemplated hereby will not violate any provision of, or result in
the breach of, or constitute a default under, or require any consent under, any
law, or any order, writ, injunction or decree of any court, governmental agency
or arbitration tribunal, or any material contract, agreement or instrument to
which AmSurg is a party or by which AmSurg is bound.
6.9. CORPORATE DOCUMENTS. AmSurg has made available to Seller and the Doctors
for inspection by Seller and its authorized representatives, a copy of its
Charter, as amended to the date hereof, certified to be a true and correct copy
thereof by the Secretary of State of Tennessee, and the minute books of AmSurg
containing the bylaws and all records of the proceedings, meeting, actions and
consents of the shareholders and the board of directors (and any committees
thereof) of AmSurg.
6.10. FULL DISCLOSURE. Neither this Agreement, nor any Schedule, exhibit, list,
certificate or other instrument or document delivered to Seller and the Doctors
pursuant to this Agreement by or on behalf of AmSurg contains any untrue
statement of a material fact or omits to state any material fact required to be
stated herein or therein in order to make the statements, representations or
warranties contained herein or therein not misleading.
6.11. NO BROKER'S FEES. AmSurg has not done anything to cause or incur any
liability or obligation for investment banking, brokerage, finder's, agent's or
other fees, commissions, expenses or charges in connection with the negotiation,
preparation, execution or performance of this Agreement or the consummation of
the transactions contemplated hereby, and AmSurg does not know of any claim by
anyone for such a fee, commission, expense or charge.
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