elects to terminate the Services and any Additional Services by giving notice
to AHC as provided in Section 5.1 hereof.
1.7 Certain Definitions. For purposes of this Agreement, the
following terms shall have the following respective meanings:
(a) "Entity" means any partnership, limited liability
company, corporation, association, business trust, joint venture, governmental
entity, business entity or other entity of any kind or nature.
(b) "Subsidiary" means, with respect to AmSurg, an Entity
identified on Schedule A hereto which, directly or indirectly through one or
more intermediaries is controlled by AmSurg, including but not limited to, any
ambulatory surgery center, physician practice group or operational specialty
network identified on Schedule A hereto managed by AmSurg.
1.8 Termination of Letter Agreement. The Letter Agreement is
hereby terminated as of the date hereof.
1.9 Services to be Provided by AHC; Quality. All Services and any
Additional Services will be performed by employees of AHC, unless otherwise
reasonably agreed to by AHC and AmSurg. The Services and any Additional
Services will be of a level of quality at least consistent with the services
historically provided under the Letter Agreement.
AHC will be responsible for claims incurred on or prior to the date
hereof by AmSurg Employees (as hereinafter defined) under any medical or dental
plans offered by AHC to AmSurg Employees on or prior to the date of this
Agreement in accordance with the terms of such plans. AHC will not be
responsible for any claims incurred following the date of this Agreement by any
AmSurg Employees under any plan. For purposes of this Section 2.1, the term
"AmSurg Employee" means any covered employee or covered former employee of
AmSurg or any of its Subsidiaries and any covered dependent of any such
employee or former employee.
REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1 AHC hereby represents, warrants and covenants to AmSurg and