SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   5

AmSurg.  In the absence of gross negligence on behalf of AHC, AHC shall not be
responsible for the accuracy, completion or timely filing of any financial
statements, estimated tax report or tax return prepared by AHC.  AmSurg will
indemnify and hold AHC, its directors, officers, employees and agents and any
person who controls AHC within the meaning of the Securities Act of 1933, as
amended, and their respective successors and assigns (each of AHC and such
directors, officers, employees, agents and controlling persons, and their
respective successors and assigns, being referred to herein as an "Indemnified
Person") harmless from and against any and all liabilities, claims or damages
incurred by them in connection with any actual or threatened  action, claim or
proceeding arising out of or relating to any Services or Additional Services
performed by AHC or any transactions or conduct in connection therewith, in the
absence of gross negligence on the part of AHC.

         After receipt by an Indemnified Person of notice of any complaint or
the commencement of any action or proceeding with respect to which
indemnification is being sought hereunder, such person will promptly notify
AmSurg in writing of such complaint or of the commencement of such action or
proceeding, but failure so to notify AmSurg will relieve AmSurg from any
liability which AmSurg may have hereunder only if, and to the extent that, such
failure results in the forfeiture by AmSurg of substantial rights and defenses,
and will not in any event relieve AmSurg from any obligation or liability that
AmSurg may have to any Indemnified Person otherwise than under this Section
4.3. If AmSurg so elects or is requested by an Indemnified Person, AmSurg will
assume the defense of such action or proceeding, including the employment of
counsel reasonably satisfactory to the Indemnified Person and the payment of
the fees and disbursements of such counsel; provided, however, that without
regard to whether AmSurg assumes such defense, AmSurg shall have the right to
participate in  any such action or proceeding.  In the event, however, that an
Indemnified Person reasonably determines in its judgment that having common
counsel would present such counsel with a conflict of interest or if the
defendants in, or targets of, any such action or proceeding include both an
Indemnified Person and AmSurg, and such Indemnified Person concludes that there
may be legal defenses available to it or other Indemnified Persons that are
different from or in addition to those available to AmSurg, or if AmSurg fails
to assume the defense of the action or proceeding or to employ counsel
reasonably satisfactory to such Indemnified Person, in either case in a timely
manner, then such Indemnified Party may employ separate counsel reasonably
satisfactory to AmSurg to represent or defend it in any such action or
proceeding and AmSurg will pay the reasonable fees and disbursements of such
counsel.  In any action or proceeding the defense of which is assumed by
AmSurg, the Indemnified Person will have the right to participate in such
litigation and retain its own separate counsel at its own expense.  AmSurg will
not be liable to any Indemnified Person under this Section 4.3 for the cost of
any settlement, compromise or consent to the entry of any judgment in any
action or proceeding unless AmSurg has consented in writing to such settlement,
compromise or consent, which consent will not be unreasonably withheld or
delayed.  AmSurg agrees that it will not, without the prior written consent of
AHC and any Indemnified Person (which consent shall not be unreasonably
withheld or delayed), settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution under this Section 4.3 may be
sought and to which AHC or any other Indemnified Person is an actual party to
such claim, action, suit or proceeding or in connection with which any





                                       5