SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   9
 
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
this Agreement.
 
     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
     Association.
 
          (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
     remedy.
 
          (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.
 
                                          By:
 
                                            ------------------------------------
                                              Name: Henry D. Herr
                                              Title: Executive Vice President
 
                                          AMSURG CORP.
 
                                          By:
 
                                            ------------------------------------
                                              Name: Claire M. Gulmi
                                              Title: Senior Vice President
 
                                       A-9