Inc. and Houlihan, Lokey, Howard & Zukin, (v) the fees and expenses of Bass,
Berry & Sims PLC with respect to services performed on behalf of AHC, (vi)
preparing and auditing the financial statements of AHC and its consolidated
subsidiaries (except for the separate financial statements of AmSurg and its
consolidated subsidiaries as provided in clause (b)(ix) above) and (vii)
obtaining any governmental or third party consents or approvals required to be
obtained on the part of AHC in connection with the transactions contemplated by
5.9 Dispute Resolution.
(a) Submission of Disputes to Arbitration. Any claims, demands,
disputes, differences, controversies, and/or misunderstandings arising
under, out of, or in connection with, or in relation to this Agreement
(collectively, a "Dispute"), shall be settled by submission of such Dispute
(if not theretofore resolved by the parties hereto) within 45 days of
assertion to arbitration in accordance with the provisions of this Section
5.9 and the Commercial Arbitration Rules of the American Arbitration
(b) Selection of Arbitrators.
(i) The parties may agree upon one arbitrator whose decision will
be final and binding on them; otherwise there shall be three
arbitrators, with one named in writing by each party and the third
chosen by these two arbitrators (without necessary delay), and the
decision in writing signed by those assenting thereto of any two of the
arbitrators shall be final and binding on the parties.
(ii) No one shall be nominated or act as an arbitrator who is in
any way financially interested in this Agreement or in the business of
either party hereto.
(c) Consent to Jurisdiction. Any and all arbitrations shall take
place pursuant to the laws of the State of Delaware, and consent is hereby
given to jurisdiction of courts of the State of Delaware over the parties
to this Agreement in reference to any matter arising out of arbitration or
this Agreement, including but not limited to confirmation of any award and
enforcement thereof by entry of judgment thereon or by any other legal
(d) Costs of Arbitration. The cost of any arbitration (including the
fees of the arbitrator or arbitrators) pursuant to this Agreement shall be
borne equally by each party to the Dispute, unless otherwise determined by
the arbitrator or arbitrators.
IN WITNESS WHEREOF, this Amended and Restated Agreement has been duly
executed and delivered by the duly authorized officers of the parties hereto as
of the date first hereinabove written.
AMERICAN HEALTHCORP, INC.
Name: Henry D. Herr
Title: Executive Vice President
Name: Claire M. Gulmi
Title: Senior Vice President