SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         If to Colleague:
               
                  6520 Edinburgh Drive
                  Nashville, Tennessee 37221 
               

         5. REMEDIES. Each party to this Agreement will be entitled to enforce
its rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that, with
respect to Colleague, money damages may not be an adequate remedy for any breach
of the provisions of this Agreement by the Company and that Colleague may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement. The parties further agree and
acknowledge that the Company's sole and exclusive remedy for any breach of
Section 2 of this Agreement by Colleague shall be the liquidated damages as set
forth in Section 3 hereof.

         6. AMENDMENTS. This Agreement may be amended only upon the written
agreement of both parties hereto.

         7. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
this Agreement.

         8. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Tennessee applicable to contracts made and to be performed in that
state.

         9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto concerning the matters referred to herein and supersedes all
prior agreements and understandings. The parties acknowledge that they have
independently negotiated the provisions of this Agreement, that they have relied
upon their own counsel as to matters of law and application and that neither
party has relied on the other party with regard to such matters. The parties
expressly agree that there shall be no presumption created as a result of either
party having prepared in whole or in part any provision of this Agreement.

         IN WITNESS WHEREOF, the Company and Colleague have executed this
Agreement effective as of the date first above written and upon approval of the
1997 Stock Incentive Plan by the shareholders of the Company.

   
                                  AMSURG CORP.


                                  By: /s/ Claire M. Gulmi
                                      -----------------------------------
                                  Title: CFO
                                         --------------------------------

                                  /s/ David L. Manning
                                  ---------------------------------------
                                  DAVID L. MANNING
    



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