SEC Filings

8-K
AMSURG CORP filed this Form 8-K on 09/16/1997
Entire Document
 
<PAGE>   10




other instruments of sale, transfer, conveyance, assignment and delivery and
confirmation and take such action as AmSurg may reasonably deem necessary or
desirable in order more effectively to transfer, convey and assign to AmSurg and
to place AmSurg in possession and control of and to confirm AmSurg's title to,
the Purchased Assets, and to assist AmSurg in exercising all rights and enjoying
all benefits with respect thereto.

         (d) At any time and from time to time after the Closing, at AmSurg's
request and without further consideration, the Doctors will execute and deliver
such other instruments of sale, transfer, conveyance, assignment and delivery
and confirmation and take such action as AmSurg may reasonably deem necessary or
desirable in order more effectively to transfer, convey and assign to AmSurg and
to place AmSurg in possession and control of and to confirm AmSurg's title to,
the Purchased Assets, and to assist AmSurg in exercising all rights and enjoying
all benefits with respect thereto.

8.2.     CONFIDENTIALITY.

         (a) In the event the transactions contemplated by this Agreement are
not consummated for any reason, Seller and the Doctors promptly will return to
AmSurg and ASC all records and information provided to Seller from AmSurg and
ASC, and Seller and the Doctors will treat all such records and information as
confidential.

         (b) Except as otherwise required by law, Seller and the Doctors will
not disclose at any time to any other person 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.

8.3.     CONDUCT OF BUSINESS PENDING THE CLOSING. From the date hereof until the
Closing, and except as otherwise consented to by AmSurg in writing, Seller shall
not:

         (a) fail to maintain in effect adequate insurance coverage of the 
Purchased Assets; or

         (b) fail to use its best efforts to (i) maintain the Purchased Assets
in their present condition, (ii) comply with all applicable laws, rules and
regulations of governmental agencies or authorities, and (iii) operate its
business in the manner necessary to maintain the good will of its patients and
physicians and its reputation.

8.4. INSURANCE. Seller will use its best efforts to include AmSurg and the LLC
as additional insureds on Seller's professional liability, general property and
workers' compensation insurance policies, and will provide AmSurg with written
evidence of such coverage. AmSurg and ASC will pay the additional cost, if any,
for such insurance coverage.

8.5. TRANSFER OF SIGNIFICANT PAYOR AGREEMENTS. Seller and the Doctors will 
use their best efforts to effect the valid assignment to the LLC of all
agreements with Significant Payors effective as of the Closing Date or within a
reasonable time thereafter.

8.6. NOTICE OF ADVERSE CHANGE. Seller will advise AmSurg in writing of any 
material adverse change in the Purchased Assets from the date of this Agreement
to the Closing Date.

8.7. SCHEDULES. Seller shall have the continuing obligation to supplement or
amend promptly the Schedules being delivered by Seller 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 9.        COVENANTS AND AGREEMENTS OF AMSURG AND ASC

AmSurg and ASC further covenant and agree that from the date hereof until the
Closing, unless otherwise consented to by Seller in writing, they will fulfill
the following covenants and agreements:

9.1.     CONFIDENTIALITY.

         (a) In the event the transactions contemplated by this Agreement are
not consummated for any reason, AmSurg and ASC promptly will return to Seller
all records and information provided to AmSurg and ASC from Seller, and AmSurg
and ASC will treat all such records and information as confidential.

         (b) Except as otherwise required by law, AmSurg will not disclose at 
any time to any other person

- --------------------------------------------------------------------------------
                                                Asset Purchase Agreement/Page 10