ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASC
ASC represents and warrants as follows:
7.1. ORGANIZATION. ASC is a corporation duly organized, validly existing and in
good standing under the laws of the State of Tennessee. ASC has full corporate
power and corporate authority to carry on its business as now conducted and to
own, lease or operate its properties and assets as now owned, leased or
7.2. AUTHORIZATION. ASC has full corporate power and corporate authority to
enter into this Agreement and perform its obligations hereunder and carry out
the transactions contemplated hereby. The execution, delivery and performance by
ASC of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized and approved by all necessary corporate action.
The Agreement, when executed, will constitute a legal, valid and binding
obligation of ASC enforceable against it in accordance with its terms.
7.3. CORPORATE DOCUMENTS. ASC 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 thereof by the
Secretary of State of Tennessee, and the minute books of ASC containing the
Bylaws and all records of the proceedings, minutes, actions and consents of the
shareholders and the board of directors (and any committees thereof) of ASC.
7.4. FULL DISCLOSURE. Neither this Agreement, nor any exhibit, list, certificate
or other instrument or document delivered to Seller and the Doctors pursuant to
this Agreement, by or on behalf of ASC, 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.
7.5. VALID ISSUANCE. All shares of AmSurg Common Stock issued to Seller on
the Closing Date will be validly issued, fully paid and nonassessable.
ARTICLE 8. COVENANTS AND AGREEMENTS OF SELLER AND THE DOCTORS
Seller and the Doctors further covenant and agree that from the date hereof
until the Closing, and thereafter if so specified, they will fulfill the
following covenants and agreements unless otherwise consented to by AmSurg in
8.1. ACCESS; FURTHER ASSURANCES.
(a) Seller will accord to AmSurg, its counsel, accountants, and other
representatives, from the date hereof and at any time after the Closing, full
access to all of the properties, books, contracts, commitments, financial
information and records of the Centers, and will furnish AmSurg during such
period with all such infor mation concerning the business and operations of the
Centers, as AmSurg reasonably may request. At any time and from time to time
after the Closing, at AmSurg's request and without further consideration, Seller
and the Doctors agree to execute and deliver such certificates and documents as
may be required in connection with any audit of the Centers or its operations.
(b) From the date hereof until the Closing, as soon as reasonably
practicable after the end of each quarter, but not later than the 15th day of
the next succeeding month, Seller will deliver to AmSurg an unaudited statement
of income for the Centers for the quarter and the period then ended, and an
unaudited balance sheet and a detail of patient accounts receivable for the
Centers as at the quarter then ended ("Ongoing Quarterly Financial
Information"). In addition, as soon as reasonably practicable after the end of
each month, but not later than the 15th day of the next succeeding month, Seller
will deliver to AmSurg a statement of (i) the number of procedures performed,
(ii) the billed charges, and (iii) the cash collections, all with respect to the
prior month ("Ongoing Monthly Financial Information") (the Ongoing Quarterly
Financial Information and the Ongoing Monthly Financial Information are
collectively referred to as the "Ongoing Financial Information"). All such
Ongoing Financial Information shall be prepared in accordance with generally
accepted accounting principles consistent with prior practice.
(c) At any time and from time to time after the Closing, at AmSurg's
request and without further consideration, Seller will execute and deliver such
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