SEC Filings

8-K
AMSURG CORP filed this Form 8-K on 09/16/1997
Entire Document
 
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                  (iii) a certificate of AmSurg certifying as to the accuracy of
         the representations and warranties of AmSurg at and as of the Closing
         and that AmSurg has performed or complied with all of the covenants,
         agreements, terms, provisions and conditions to be performed or
         complied with by AmSurg at or before the Closing;

                  (iv) the opinion of Bass, Berry & Sims PLC, legal counsel 
         for AmSurg, the terms of which are substantially as set forth in
         Exhibit 11.4; and

                  (v) such other certificates and documents as Seller or its 
         counsel may reasonably request.

         (b) At the Closing, Seller and the Doctors will deliver to AmSurg:

                  (i) a copy of resolutions of the Board of Directors of Seller,
         certified by its Secretary, authorizing the execution, delivery and
         performance of this Agreement and the other documents referred to
         herein to be executed by Seller, and the consummation of the
         transactions contemplated hereby;

                  (ii) such deeds, bills of sale, endorsements, assignments and
         other good and sufficient instruments of conveyance and transfer, in
         form and substance reasonably satisfactory to AmSurg, as shall be
         effective to vest in AmSurg all of Seller's title to and interest in
         the Purchased Assets, all of Seller's books, records and other data
         relating to the Purchased Assets (except corporate records and any
         other documents and records which Seller is required by law to retain
         in its possession), and, simultaneously with such delivery, will take
         such steps as may be necessary to put AmSurg in actual possession and
         operating control of the Purchased Assets;

                  (iii) a certificate of the Seller certifying as to the
         accuracy of Seller's representations and warranties at and as of the
         Closing and that it has performed or complied with all of the
         covenants, agreements, terms, provisions and conditions to be performed
         or complied with by Seller at or before the Closing;

                  (iv) a certificate of each of the Doctors certifying as to the
         accuracy of the Doctors' representations and warranties at and as of
         the Closing and that they have performed or complied with all of the
         covenants, agreements, terms, provisions and conditions to be performed
         or complied with by each of them at or before the Closing;

                  (v) the opinion of Shughart, Thomson & Kilroy, P.C., legal
         counsel to Seller and the Doctors, in substantially the form of
         Exhibit 10.6; and

                  (vi) such other certificates and documents as AmSurg or its
         counsel may reasonably request.

ARTICLE 4.        REPRESENTATIONS AND WARRANTIES BY SELLER

Seller represents and warrants as follows:

4.1. ORGANIZATION. Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Missouri with full power and
authority to conduct its business as now conducted and to own, lease or operate
its properties and assets as now owned, leased or operated.

4.2. AUTHORIZATION. Seller 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
Seller of this Agreement and the consummation of the transactions contemplated
hereby, including the conveyance, assignment, transfer and delivery of the
Purchased Assets, have been duly authorized and approved by all necessary
corporate action, and this Agreement, when executed, will constitute a valid and
binding obligation of Seller enforceable against Seller in accordance with its
terms.

4.3. NO VIOLATION. The execution and delivery of this Agreement by Seller does
not, and the consummation of the transactions contemplated hereby will not,
(a) violate any provision of, or result in the creation of any lien or security
interest under, any agreement,

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                                                 Asset Purchase Agreement/Page 2