SEC Filings

8-K
AMSURG CORP filed this Form 8-K on 09/16/1997
Entire Document
 
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         (d) paid, discharged or satisfied any claim, lien, encumbrance or
liability (whether absolute, accrued, contingent or otherwise and whether due or
to become due), other than claims, liens, encumbrances, or liabilities:

                  (i) which are reflected in the Financial Information and which
         were paid, discharged or satisfied since the date thereof in the
         ordinary course of business consistent with past practice, or

                  (ii) which were incurred and paid, discharged or satisfied
         since December 31, 1996 in the ordinary course of business consistent
         with past practice;

         (e)  written off as uncollectible any notes or accounts receivable
or any portion thereof, except for immaterial write-offs made in the ordinary
course of business consistent with past practice;

         (f) cancelled any other debts or claims, or waived any rights, of
substantial value;

         (g) sold, transferred or conveyed any of its properties or assets,
except in the ordinary course of business consistent with past practice;

         (h) made any capital expenditures or commitments in excess of $10,000
in the aggregate for replacements or additions to property, plant, equipment 
or intangible capital assets;

         (i) declared, paid or made or set aside for payment of, any 
distribution in respect of its outstanding common stock, other than
distributions made in the ordinary course of business consistent with past
practice, or directly or indirectly redeemed, purchased or otherwise acquired
any of its common stock;

         (j) made any change in any method of accounting or accounting practice;

         (k) granted any increase in the compensation of any officer, employee 
or agent of Seller who performs services for or on behalf of the Centers, other
than the Doctors (including without limitation any increase pursuant to any
bonus, pension, profit sharing or other plan or commitment), other than
increases in the ordinary course of business consistent with past practice, or
adopted any such plan or other arrangement; and no such increase or the adoption
of any such plan or arrangement, is planned or required; and

         (l) agreed, whether in writing or otherwise, to take any action
described in this Section 4.7.

4.8. TAXES. Seller has filed all federal, state and local tax returns required
to be filed by it through the date hereof and has paid all taxes and assessments
(including, without limitation, income, excise, unemployment, social security,
occupation, franchise, property, sales and use taxes, services taxes, import
duties or charges, and all penalties and interest with respect thereto) due and
payable therefrom. Seller has not signed any extension agreement with any taxing
authority and knows of no open or questionable matters for any prior periods.
All taxes and assessments relating to or affecting the operations of the Centers
through the date hereof have been paid.

4.9. LITIGATION. There is no claim, litigation, investigation or proceeding
pending or, to Seller's knowledge, threatened 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 the Centers. Schedule 4.9 sets forth a true and accurate
description of all claims, actions, investigations or proceedings relating to
the Centers and their operations initiated since January 1, 1994.

4.10. COMPLIANCE WITH LAWS AND OTHER REGULATIONS. Seller is in compliance in all
material respects with all requirements of applicable laws, rules, regulations,
orders, ordinances, judgments and decrees of all governmental bodies or agencies
(federal, state or local) (collectively, "Laws") relating to or affecting the
operations of the Centers. Seller has not received any notice of, or notice of
any investigation of, a possible violation of any applicable Laws, or any other
Law or requirement relating to or affecting the operations of the Centers.

Seller has all required licenses, permits, certificates, authorizations and
agreements needed for the ownership and efficient operation of the Centers, all
of which are listed on Schedule 4.10. Seller knows of no act or

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