SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                                   ARTICLE IV
 
                      COVENANTS FOLLOWING THE DISTRIBUTION
 
   
     4.1 Compliance with IRS Ruling or Tax Opinions.  Following the
Distribution, each of AHC and AmSurg shall, and shall use its best efforts to
cause each of its respective affiliates and subsidiaries to, comply with each
representation and statement made, or to be made, to any taxing authority in
connection with the IRS Ruling or Tax Opinions or any other ruling or tax
opinion obtained, or to be obtained, by AmSurg and AHC acting together, from the
IRS or any other taxing authority or law firm with respect to any transaction
contemplated by this Agreement.
    
 
     4.2 Provision of Corporate Records.  Except as may otherwise be provided in
a Related Agreement, AHC shall arrange as soon as practicable following the
Distribution Date, to the extent not previously delivered in connection with the
transactions contemplated herein, for the transportation to AmSurg of the AmSurg
Books and Records (as hereinafter defined) in its possession except to the
extent such items are already in the possession of AmSurg or any of its
subsidiaries. The AmSurg Books and Records shall be the property of AmSurg, but
shall be available to AHC for review and duplication as is reasonably necessary
until AHC shall notify AmSurg in writing that such records are no longer of use
to AHC. "AmSurg Books and Records" means the books and records (including
computerized records) of AmSurg and its subsidiaries and any other books and
records of AHC or its subsidiaries which relate principally to the business of
AmSurg and its subsidiaries, are necessary to conduct the business of AmSurg and
its subsidiaries, or are required by law to be retained by AmSurg or its
subsidiaries, including, without limitation, all such books and records relating
to AmSurg employees, original corporate minute books, stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements and
filings, relating to AmSurg or its subsidiaries or their businesses.
 
     4.3 Access to Information.  Except as otherwise provided in a Related
Agreement, from and after the Distribution Date, AHC shall afford to AmSurg and
its authorized accountants, counsel and other designated representatives
reasonable access (including using reasonable efforts to give access to persons
or firms possessing information) and duplicating rights during normal business
hours to all records, books, contracts, instruments, computer data and other
data and information relating to pre-Distribution operations (collectively,
"Information") within AHC's possession insofar as such access is reasonably
required by AmSurg for the conduct of its business, subject to appropriate
restrictions for classified or privileged information. Similarly, except as
otherwise provided in a Related Agreement, AmSurg shall afford to AHC and its
authorized accountants, counsel and other designated representatives reasonable
access (including using reasonable efforts to give access to persons or firms
possessing information) and duplicating rights during normal business hours to
Information within AmSurg's possession, insofar as such access is reasonably
required by AHC for the conduct of its business, subject to appropriate
restrictions for classified or privileged information. Information may be
requested under this Article IV for the legitimate business purposes of either
party, including without limitations, audit, accounting, claims, litigation and
tax purposes, as well as for purposes of fulfilling disclosure and reporting
obligations and for performing this Agreement and transactions contemplated
hereby.
 
     4.4 Production of Witnesses.  At all times from and after the Distribution
Date, each of AmSurg and AHC shall use reasonable efforts to make available to
the other, upon written request, its and its subsidiaries' officers, directors,
employees and agents as witnesses to the extent that such persons may reasonably
be required in connection with any legal, administrative or other proceedings in
which the requesting party may be involved.
 
     4.5 Retention of Records.  Except as otherwise required by law or agreed to
in a Related Agreement or otherwise in writing, each of AmSurg and AHC may
destroy or otherwise dispose of any of the Information at any time after the
seventh anniversary of this Agreement. Notwithstanding the foregoing, either
party may destroy or dispose of such Information at any time if prior to such
destruction or disposal, (a) it shall provide no less than 90 or more than 120
days prior written notice to the other, specifying in reasonable detail the
Information proposed to be destroyed or disposed of and (b) if a recipient of
such notice shall request in writing prior to the scheduled date for such
destruction or disposal that any of the Information proposed to be destroyed or
disposed of be delivered to such requesting party, the party proposing the
destruction or disposal
 
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