Bourbon Community Hospital S4 Registration of securities issued in business combination transactions | SEC 6 May 11

Exhibit 3.179


		STATE OF TENNESSEE Tre Hargett, Secretary of State Division of Business Services William R. Snodgrass Tower 312 Rosa L. Parks AVE, 6th FL Nashville, TN 37243-1102

CFS
992 DAVIDSON DRIVE
SUITE B
Nashville, TN 37205

Request Type:

Certified Copies

Issuance Date:

03/11/2011

Request #:

33898

Copies Requested:

Document Receipt


Receipt #: 376882	Filing Fee:	$	20.00
Payment-Check/MO — CFS, Nashville, TN		$	140.00
Deposit-Account — CFS, NASHVILLE, TN		$	120.00

I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that LIFEPOINT MEDICAL GROUP — HILLSIDE, INC., Control # 341241 was formed or qualified to do business in the State of Tennessee on 11/26/1997. LIFEPOINT MEDICAL GROUP — HILLSIDE, INC. has a home jurisdiction of Davidson County and is currently in an Active status.



	/s/ Tre Hargett
	Tre Hargett
	Secretary of State

Processed By: Nichole Hambrick

The attached document(s) was/were filed in this office on the date(s) indicated below:


Reference #	Date Filed	Filing Description
3417-0095	11/26/1997	Initial Filing
3568-0119	09/30/1998	Assumed Name
3568-0121	09/30/1998	Assumed Name
3681-1597	05/10/1999	Articles of Amendment
3821-1272	02/04/2000	1999 Annual Report (Due 04/01/2000)
3904-0007	05/08/2000	Registered Agent Change (by Agent)
4399-0270	01/22/2002	Registered Agent Change (by Entity)
5243-0482	09/27/2004	Registered Agent Change (by Agent)

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

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CHARTER

COLUMBIA MEDICAL GROUP — HILLSIDE, INC.

The undersigned person, under the Tennessee Business Corporation Act, adopts the following Charter for the above listed corporation:

1. The name of the corporation isColumbia Medical Group-Hillside, Inc.

2. The number of shares of stock the corporation is authorized to issue is one thousand (1,000) shares of common stock, par value of $1.00 per share.

3. (a) The complete address of the corporation’s initial registered office in Tennessee 500 Tallan Building, Two Union Square, chattanooga, Tennessee 37402.

(b) The name of the initial registered agent, to be located at the address listed in 3(a), is The Prentice-Hall Corporation System.

4. The name and complete address of each incorporator is:

Ashley B. Farish One Park Plaza Nashville, TN 37203

5. The complete address of the corporation’s initial principal office is: One Park Plaza, Nashville, Tennessee 37203.

6. The corporation is for profit.

7. The persons serving on the initial Board of Directors for the corporation are:


John M. Franck	One Park Plaza	Nashville. TN 37203
Kenneth C. Donahey	One Park Plaza	Nashville. TN 37203
Rosalyn S. Elton	One Park Plaza	Nashville. TN 37203

Dated: November 24, 1997.



		/s/ Ashley Parish
		Ashley Parish

ARTICLES OF MERGER
OF
BSI, INC.
INTO
IDENTITY GROUP, INC.

Pursuant to the provisions of Section 48-21-107 of the Tennessee Business Corporation Act, the undersigned corporation hereby makes the following statements:

1. The Agreement and Plan of Merger, dated as of November 21, 1997, by and among Identity Group, Inc., a Tennessee corporation (“Identity Group”). BSI., Inc, an Ohio Corporation (“BSI”), and Frank H. Spontell: Jr. pursuant to which BSI shall merge with and into Identity Group, the separate existence of BSI shall cease, and Identity Group shall be the surviving corporation is attached hereto as Exhibit A (the “Merger Agreement”).

2. Approval of the Merger Agreement by the shareholders of Identity Group is not required: the Merger Agreement was adopted by the Board of Directors of Identity Group on November 23, 1997

3. The Merger Agreement and the performance of its terms by BSI were duly authorized by all action required by the laws under which BSI was organized and by its charter.

4. The merger shall be effective on November 30, 1997.

IN WITNESS WHEREOF, Identity Group, Inc. has caused these Articles of Merger to be signed in its name by its President and CEO this 24 day of November, 1997.


IDENTITY GROUP, INC.
By	/s/ Donald J. Polak
	Name:	Donald J. Polak
	Title:	President and CEO

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

dated as of November 21, 1997

by and among

IDENTITY GROUP, INC.,

BSI, INC.

and

FRANK II. SPONTELLI, JR.


Section	Page
ARTICLE I THE MERGER		1
1.1. The Merger		1
1.2. Closing and Effective Time		2

ARTICLE II CONSIDERATION		2
2.1. Consideration		2
2.2. Surrender and Exchange of Stock Certificates; Fractional Shares; Dividends		3
2.3. Shareholder Rights		3
2.4. Restricted Securities		3
2.5. Stock Options		4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER BSI		4
3.1. Organization, Standing, and Authority		4
3.2. BSI Subsidiaries		4
3.3. Authority		4
3.4. Absence of Liabilities		5
3.5. Tax Matters		5
3.6. No Employees		5
3.7. Compliance with Laws		5
3.8. Material Contracts		5
3.9. Legal Proceedings		6
3.10. Properties		6
3.11. Disclosure		6

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF IDENTITY GROUP		6
4.1. Organization, Standing, and Authority		6
4.2. Authority		6

ARTICLE V CONDITIONS		7
5.1. Conditions to Identity Group’s Obligation to Close		7
5.2.Conditions to BSI’s Obligation to Close		8

ARTICLE VI SURVIVAL; INDEMNIFICATION		9
6.1. Survival		9
6.2.Indemnification by BSI		9
6.3. Indemnification by Identity Group		10

ARTICLE VII GENERAL PROVISIONS		10
7.1. Expenses		10

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Section	Page
7.2. Notices		10
7.3. Further Assurances		11
7.4. Waiver		11
7.5. Entire Agreement and Modification		11
7.6. Assignments, Successors, and No Third-Party Rights		11
7.7. Severability		11
7.8. Article and Section Headings, Construction		11
7.9. Time of Essence		12
7.10. Governing Law		12
7.11. Counterparts		12
7.12. Service of Process		12

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made of November __, 1977, by and among IDENTITY GROUP, INC., a Tennessee corporation (“Identity Group”). BSI, INC., an Ohio corporation (“BSI”), and FRANK H. SPONTELLI, Jr., an individual with an address at 5818 Liberty Road, Solon, Ohio 44139-2555 (“Shareholder”).

RECITALS

A. Identity Group.Identity Group is a corporation duly organized and existing in good standing under the laws of the State of Tennessee, with its principal executive offices located in Cookeville, Tennessee. As of the date hereof, Identity Group has 1,000,000 authorized shares of common stock $0.00 par value (“Identity Group Common Stock”), of which 49,675 shares are issued and outstanding (no other class of capital stock being authorized). All the issued and outstanding shares of Identity Group Common Stock are duly and validly authorized and issued, are fully paid and have not been issued in violation of any preemptive rights.

B. BSI.BSI is a corporation duly organized and existing in good standing under the laws of the State of Ohio, with its principal executive offices located in Cleveland, Ohio. As of the date hereof, BSI has 750 authorized shares of common stock. $0.00 par value (“BSI Common Stock”), of which 40 shares are issued and outstanding (no other class of capital stock being authorized). All the issued and outstanding shares of BSI Common Stock are duly and validly authorized and have not been issued in violation of any preemptive rights.

C. Intention of the Parties. It is the intention of the parties that the transactions contemplated hereby shall qualify as a reorganization under Section 368(a)(1)(A) of the IRC, and that this Agreement constitute a “Plan of Reorganization” within the meaning of Section 368 of the IRC.

The parties, intending to be legally bound, agree as follows:

ARTICLE I
THE MERGER

1.1. The Merger. The transaction contemplated by this Agreement is the merger of BSI and Identity Group (the“Merger”).Upon the Effective Time (as defined below), the following shall occur:

(a)The Continuing Corporation. BSI shall merge with and into Identity Group, the separate existence of BSI shall cease and Identity Group (the“Continuing Corporation”)shall be the surviving corporation in the Merger.

(b)Rights, Etc. The Continuing Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of the merging corporations; and all property, real, personal and mixed, and all debts due on whatever account and all other choses in action and all and every other interest, of or belonging to or due

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to each of the corporations to merged, shall be deemed to be vested in the Continuing Corporation without further act or deed; and the title to any real estate or any interest therein, vested in any of such corporations, shall not revert or be in any way impaired by reason of the Merger.

(c)Liabilities. The Continuing Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the corporations so merged.

(d)Articles of Incorporation; Bylaws; Directors; Officers. The Articles of Incorporation and Bylaws of the Continuing Corporation shall be those of Identity Group, as in effect at the Effective Time. The directors and officers of Identity Group in office immediately prior to the Merger becoming effective shall be the directors and officers of the Continuing Corporation with the addition of Shareholder as a Vice President of the Continuing Corporation, who shall hold office until such time as their successors are elected and qualified.

1.2. Closing and Effective Time. Subject to the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement as set forth in Article VI, the closing of the transactions contemplated by this Agreement and the Plan of Merger (the“Closing”) shall take place at the offices of Reed Smith Shaw & McClay LLP, 435 Sixth Avenue. Pittsburgh. Pennsylvania at 10:00 a.m., local time, on the 21st day of November, 1997 following the fulfillment of all conditions set forth in Article VI, or at such other place, time and date as the parties shall agree (the date of the Closing being referred to as the“Closing Date”).BSI and Identity Group shall execute and deliver to the Tennessee Secretary of State and the Ohio Secretary of State Articles of Merger and a Certificate of Merger, respectively, and other ancillary documents as may be necessary under applicable Legal Requirements in proper form for filing under the Tennessee Business Corporation Act and the Ohio General Corporations Law on the Closing Date. The Merger shall become effective upon the effective date of the Articles of Merger and Certificate of Merger, such time being herein called the“Effective Time.”

ARTICLE II
CONSIDERATION

2.1. Consideration. Subject to the provisions of this Agreement, at the Effective Time:

(a)Outstanding Capital Stock of Identity Group.Each share of capital stock of Identity Group issued and outstanding immediately prior to the Effective Time shall remain outstanding, without change therein by reason of the Merger.

(b)Outstanding BSI Common Stock.The shares of BSI Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become and be converted into the right to receive 5,544 shares of Identity Group Common Stock.

2.2. Surrender and Exchange of Stock Certificates; Dividends.

(a) On the Closing Date. Shareholder shall deliver to Identity Group for cancellation certificates for BSI Common Stock(“Old Certificates”)in exchange for a certificate for the number of shares of Identity Group Common Stock to which Shareholder is entitled hereunder.

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(b) If any dividend on Identity Group Common Stock is declared with a record date after the Effective Time, the declaration shall include dividends on all shares of Identity Group Common Stock into which shares of BSI Common Stock have been converted under this Agreement. Shareholder shall not be entitled to receive payment of any such dividend until surrender of the Old Certificates shall have been effected. Upon such surrender for exchange of the Old Certificates. Shareholder shall be entitled to receive from Identity Group (without interest thereon and less the amount of Taxes, if any, which may have been imposed or paid thereon) an amount equal to all such dividends declared and for which the payment date has occurred, on the shares of Identity Group Common Stock into which the shares represented by such Old Certificates have been converted.

(c) After the Effective Time, there shall be no transfer on the stock transfer books of BSI or Identity Group of shares of BSI Common Stock.

2.3. Shareholder Rights.At the Effective Time, holders of BSI Common Stock shall cease to be, and shall have no rights as shareholders of BSI, other than to receive the consideration provided under this Article II.

2.4. Restricted Securities,(a) Shareholder acknowledges that he is aware that the issuance of the shares of Identity Group Common Stock in connection with the Merger (the“Merger Shares”)has not been registered under the Securities Act and that Identity Group has no obligation to register or to cause the registration of the sale of the Merger Shares by the holders thereof under the Securities Act. Shareholder is acquiring the Merger Shares for his own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Shareholder has such knowledge and experience in financial and business matters in general and in investments in particular so as to be capable of evaluating the merits and risks of the acquisition of the Merger Shares, and Shareholder has been advised by persons sophisticated in these matters.

(b) All certificates representing Merger Shares, and any certificates issued in substitution therefor or replacement thereof, shall bear the following legend:

“THE SHARES OF COMMON STOCK OF IDENTITY GROUP. INC. (“IDENTITY GROUP”) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR THERE IS PRESENTED TO IDENTITY GROUP AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IDENTITY GROUP TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.”

Identity Group shall notify its transfer agent of the foregoing restrictions and Identity Group may, at its option, cause stop transfer orders to be placed with respect to all certificates for Merger Shares bearing such legend. Any stop transfer orders shall state that no transfer may be made with respect to the Merger Shares unless Identity Group shall have advised its transfer agent that the proposed transfer is made in compliance with such legend.

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2.5. Stock Options. As additional consideration for his obligations hereunder and his ongoing employment by Identity Group, on the Closing Date Shareholder will be granted an option to purchase 700 shares of Identity Group Common Stock pursuant to the terms of the Option Agreement between Identity Group and Shareholder in the form attached hereto as Exhibit A.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND BSI

BSI and Shareholder hereby represent and warrant, jointly and severely, to Identity Group, except as set forth in the Schedules, (i) that the statements contained in the Recitals that relate to BSI are true and correct and (ii) as follows (all representations and warranties are made as of the date hereof and as of the Closing Date).

3.1. Organization, Standing, and Authority.BSI is a corporation duly organized validly existing and in good standing under the laws of the State of Ohio. BSI is duly qualified to do business and in good standing in the States of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified except where the failure to be duly qualified would have a Material Adverse Effect. BSI has all necessary corporate power and authority to carry on its business as now conducted, to own, lease and operate its assets, properties and business, and to execute and deliver, and to perform its obligations under, this Agreement, subject to approval by the shareholders of BSI which will be obtained prior to the Effective Date. BSI has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, the absence of which would, either individually or in the aggregate, have a Material Adverse Effect.

3.2. BSI Subsidiaries.BSI has no subsidiaries and owns no equity investments or partnership interests in any other Person. Schedule 3.2 lists all equity investments, including partnership interests, held by BSI. other than equity securities of BSI. whether such equity investments are marketable or nonmarketable.

3.3.Authority. (a) The execution and delivery of this Agreement by BSI. and the consummation by BSI of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate and shareholder action on the part of BSI. This Agreement represents a valid and legally binding obligation of BSI and Shareholder, enforceable against BSI and Shareholder, except is the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors rights or by general principles of equity limiting the availability of equitable remedies.

(b) Neither the execution and delivery of this Agreement by BSI and Shareholder, nor the consummation of the transactions contemplated herein, nor compliance with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the article of incorporation or bylaws of BSI or (ii) constitute or result in the breach of any term, condition, or provision of, or constitute a default or give rise to any additional liability of BSI under, or give rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any Lien upon any of the assets of BSI pursuant to, any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which to which BSI is a party or by which BSI or any of its assets may be subject, and that would, either individually or in the aggregate, have a Material Adverse Effect.

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Consummation of the transactions contemplated hereby will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to BSI or any of its properties or assets.

3.4. Absence of Liabilities.BSI hat no obligations or liabilities (contingent or otherwise) of any nature whatsoever.

3 5. Tax Matters.All federal, state, local and foreign tax and information returns required to be filed by or on behalf of BSI have timely filed or requests for extensions have been timely filed, granted and have not expired. All taxes shown on filed returns have been (or, with respect to taxes shown on the returns for the fiscal year ending December 31, 1997. will be) paid. To BSI’s knowledge, there is no audit examination, deficiency, refund litigation or matter in controversy with respect to which an adjustment to any tax item has been asserted or proposed. All taxes, interest, additions and penalties which are material in amount and which are due with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for.

3.6 No Employees.Except for Shareholder, BSI has no employees and no liability for employee payments, benefits or other employee obligations.

3.7. Compliance with Laws.BSI:

(i) Is in compliance with all laws, regulations, reporting, permit and licensing requirements and orders applicable to its business the breach or violations of which would, either individually or in the aggregate, have a Material Adverse Effect, and BSI has no reason to believe that any audit or review by any federal, state, local or foreign regulatory authority would disclose any non-compliance or violation which would, either individually or in the aggregate, have a Material Adverse Effect; and

(ii) Has received no notification or communication from any agency or department of federal, state, local or foreign government or the staff thereof or from any self-regulatory body (A) asserting that, or commencing an investigation as to whether. BSI is not in compliance with any of the statutes, regulations or ordinances which such governmental authority or self- regulatory body enforces, which, as a result of such noncompliance in any such instance, would, either individually or in the aggregate, have a Material Adverse Effect, or (B) threatening to revoke any license, franchise, permit or governmental authorization, which revocations, either individually or in the aggregate, would have a Material Adverse Effect.

3.8.Material Contracts. Other than the Operating Agreement. BSI is not a party to any ongoing agreements, contracts or commitments.

3.9.Legal Proceedings. There are no legal, administrative or arbitration actions, suits or proceedings instituted or pending or, to the best knowledge of BSI, threatened (or unasserted but considered probable of assertion and which would have at least a more than remote possibility of an unfavorable outcome) against BSI, or affecting any property, asset, interest or right of BSI, that would have, either individually or in the aggregate, a Material Adverse Effect.

3.10. Properties.

(a)Real Property. BSI does not own, use or occupy any real property.

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3.11. Disclosure.Neither this Agreement nor any schedule, exhibit or certificate or other document delivered or to be delivered in accordance with the terms hereof, contain (or will contain) any untrue statement of a material fact, or omits (or will omit) any statement of a material fact necessary in order to make the statements contained herein or therein not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF IDENTITY GROUP

Identity Group hereby represents and warrants to BSI and Shareholder (i) that the statements contained in the Recitals that relate to Identity Group are true and correct and (ii) as follows (all representations and warranties are made as of the date hereof and as of the Closing Date):

4.1. Organization, Standing, and Authority.Identity Group is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Identity Group has all necessary corporate power and authority to carry on its business as now conducted, to own, lease and operate its assets, properties and business, and to execute and deliver, and to perform its obligations under, this Agreement. Identity Group has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, the absence of which would, either individually or in the aggregate, have a Identity Group Material Adverse Effect.

4.2. Authority(a) The execution and delivery of this Agreement by Identity Group, and the consummation by Identity Group of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate and shareholder action on the part of Identity Group. This Agreement represents a valid and legally binding obligation of Identity Group, enforceable against Identity Group in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

(b) Neither the execution and delivery of this Agreement by Identity Group, Inc. the consummation by Identity Group of the transactions contemplated herein, nor compliance by Identity Group with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of Identity Group or (ii) constitute or result in the breach of any term, condition, or provision of, or constitute a default or give rise to any additional liability of Identity Group under, or give rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any Lien upon any property or assets of Identity Group pursuant to, any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, either individually or in the aggregate, have a Material Adverse Effect. Except for filings or approvals which will be obtained on or prior to the Closing Date, no approvals, authorizations, filings, registration: and notifications are required to be obtained or made by Identity Group in connection with the consummation of the transactions contemplated hereby, the failure to obtain or make which would have a Material Adverse Effect. Consummation of the transactions contemplated hereby will not violate any order, with, injunction, decree, statute, rule or regulation applicable to Identity Group or any of its properties or assets, except for such violations which would not have a Material Adverse Effect.

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ARTICLE V
CONDITIONS

The obligations of the parties to close the transaction contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing unless otherwise required below, of each of the following conditions:

5.1. Conditions to Identity Group’s Obligation to Close.The obligation of Identity Group to close is subject to the fulfillment (either by satisfaction or by written waiver by Identity Group), on or before the Closing Date, of the following conditions:

(a)Regulatory Approvals.The transactions contemplated by this Agreement shall have been approved by any federal, state, local and foreign governmental or regulatory authority or self-regulatory body the approval of which is required to permit consummation thereof.

(b)No Orders.BSI shall not be subject to any order, decree or injunction of a court or agency of competent jurisdiction which either enjoins or prohibits the consummation of any of the transactions contemplated by this Agreement or the Plan of Merger.

(c)Representations and Warranties.The Recitals, representations and warranties of BSI and Shareholder set forth or referred to in this Agreement shall be true and correct both individually and in the aggregate in all material respects as of the Closing Date, except for any such Recitals, representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date.

(d) Negotiation and Performance of Agreements and Covenants. Each and all of the agreements and covenants of BSI and Shareholder to be negotiated, performed and complied with pursuant to this Agreement and the other agreements contemplated hereby shall have been negotiated, duly performed and complied with by it in all material respects, and this Agreement shall have been duly executed and delivered.

(e)Certificates.BSI shall have delivered to Identity Group a certificate, dated as of the Closing Date and signed on its behalf by its President, to the effect that the conditions of its obligations set forth in subsections (c) and (d) of this Section 6.1 with respect to it have been satisfied.

(f)BSI Shareholder and Board Approvals.The shareholders and boards of directors of BSI shall have approved the transactions contemplated herein and in the Plan of Merger, as and to the extent required by law and by the provisions of any governing instruments. Shareholder shall deliver resolutions to such effect.

(g)Secretary’s Certificate.Identity Group shall have received a certificate dated the Closing Date from the Secretary of BSI as to bylaws, incumbency and resolutions by the board of directors of BSI which shall be attached thereto.

(h)Organizational Documentation.Identity Group shall have received (i) a copy, certified by the Secretary of State of Ohio, of the articles of incorporation of BSI and (ii) a good standing certificate for BSI from the Secretary of State of Ohio.

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(i)Consents and Approvals.BSI shall have obtained, and provided Identity Group with executed copies of all material third party consents and approvals necessary to be obtained in order to consummate the transactions contemplated hereby.

(j)Plan of Merger.BSI shall have executed and delivered the Plan of Merger.

(k)Shareholder Agreement.Shareholder shall execute a joinder (in the form attached hereto as Exhibit B) to Shareholders Agreement, dated as of October 14, 1996 by and among Identity Group, TBG-Newco Corp. and those shareholders listed on the signature pages thereto.

5.2. Conditions to BSI’s Obligation to Close.The obligation of BSI to close is subject to the fulfillment (either by satisfaction or by written waiver by BSI). on or before the Closing Date, of the following conditions:

(a) Regulatory Approvals.The transactions contemplated by this Agreement shall have been approved by any federal, state, local and foreign governmental or regulatory authority or self- regulatory body the approval of which is required to permit consummation thereof.

(b) No Orders. Identity Group shall not be subject to any order, decree or injunction of a court or agency of competent jurisdiction which either ajoins or prohibits the consummation of any of the transactions contemplated by this Agreement or the Plan of Merger.

(c)Representations and Warranties.The Recitals, representations and warranties of Identity Group set forth or referred to in this Agreement shall be true and correct both individually and in the aggregate in all material respects as of the Closing Date, except for any such Recitals, representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date.

(d)Negotiation and Performance of Agreements and Covenants. Each and all of the agreements and covenants of Identity Group to be negotiated, performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Closing Date shall have been duly negotiated, performed and complied with by it in all material respects, and this Agreement shall have been duly executed and delivered.

(e)Certificates. Identity Group shall have delivered to BSI a certificate, dated as of the Closing Date and signed on its behalf by its President, to the effect that the conditions to its obligations set forth in subsections (c) and (d) of this Section 6.02 with respect to it have been satisfied.

(f)Secretary’s Certificate. BSI shall have received a certificate dated the Closing Date from the Secretary of Identity Group as to the by-laws, incumbency and board of directors of Identity Group which shall be attached thereto.

(g)Organizational Documentation. BSI shall have received (i) a copy, certified by the Secretary of State of Tennessee, of the articles of incorporation of Identity Group and (ii) good standing certificates for Identity Group from the Secretary of State of Tennessee.

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(h)plan of Merger. Identity Group shall have executed and delivered the Plan of Merger.

(i)Opinion of Counsel. Identity Group shall have delivered an opinion of Reed Smith Shaw & McClay LLP. dated as of the Closing Date with respect to the tax consequences of the Merger.

ARTICLE VI

SURVIVAL; INDEMNIFICATION

6.1. Survival.No investigation by the parties made heretofore or hereafter, or the provision of any documents, whether pursuant to this Agreement or otherwise, shall affect the representations and warranties of the parties which are contained herein and each such representation and warranty shall survive such investigation to the extent hereinafter provided. All covenants and agreements contained herein shall survive the Closing. The representations and warranties made in this Agreement shall survive for 12 months from the Closing Date:provided, however, that the representations and warranties in Section 3.5 hereof shall survive for the applicable statute of limitations period. Upon expiration of the applicable survival period, all indemnification claims for breaches of representations or warranties shall be barred.

6.2. Indemnification by Shareholder.Shareholder hereby indemnifies and holds harmless each of Identity Group and its officers, directors, agents and employees, and each person, if any, who controls or may control Identity Group within the meaning of the Securities Act of 1933, as amended from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, arising out of any of the following: (i) any misrepresentation or breach in connection with any of the representations or warranties given or made by BSI or Shareholder in this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of BSI or Shareholder pursuant hereto; (ii) any breach of or default in connection with any of the covenants given or made by BSI or Shareholder in this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of [ILLEGIBLE] or Shareholder pursuant hereto; (iii) any liability of BSI or Shareholder with respect to any federal, st. local or foreign sales, use, income, profits or other tax (or penalties and interest thereon); or [ILLEGIBLE] indebtedness, obligation, liability (contingent or otherwise) or commitment of BSI or shareholder of any nature whatsoever.

6.3. Indemnification by Identity Group.Identity Group nereby indemnifies and holds harmless Shareholder from and against any and all claims, demands, actions, causes of action, losses, costs, damages (limited to actual and proven lost profits), liabilities and expenses including, without limitation, reasonable legal fees (hereinafter, the “BSI Damages”) arising out of (i) any misrepresentation or breach of or default in connection with any [ILLEGIBLE] representations and warranties given or made by Identity Group in this Agreement or any certificate, document or instrument delivered by or on behalf of Identity Group pursuant hereto or (ii) any breach of or default in connection with any of the covenants given or made by Identity Group in this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of Shareholder pursuant hereto.

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ARTICLE VII
GENERAL PROVISIONS

7.1. Expenses.Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by the Transaction Documents, including all fees and expenses of agents, representatives, consel and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party. Shareholder shall bear all tax consequences of any sale or other disposition of any shares of Identity Group Common Stock issued to Shareholder in connection with the transactions contemplated by this Agreement.

7.2.Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is also delivered by hand or overnight delivery service or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

BSI or Shareholder:
Frank H. Spontelli, Jr.
5818 Liberty Road
Solon, Ohio 44139-2555

Identity Group:
Identity Group, Inc.
1480 Gould Drive
Cookevitle, TN 38506
Attention: Donald J. Polak
Facsimile No.: (615) 432-6177

with a copy to:
Reed Smith Shaw & McClay LLP
435 Sixth Avenue
Pittsburgh, PA 15219
Attention: David L. DeNinno, Esquire
Facsimile No.: (412) 288-3218

7.3.Further Assurances.The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

7.4. Waiver.The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will

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preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other parry; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

7.5. Entire Agreement and Modification.This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

7.6. Assignments, Successors, and No Third-Party Rights.Neither party may assign any of its rights under this Agreement without the prior consent of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, personal representatives, executors, successors and permitted assigns of the parties.

7.7. Severability.If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.8. Article and Section Headings, Construction.The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

7.9. Time of Essence.With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

7.10. Governing Law.This Agreement will be governed by the laws of the State of Tennessee without regard to conflicts of laws principles.

7.11. Counterparts.This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

7.12.Service of Process.Identity Group, as the Continuing Corporation, consents to being sued and served with process in the State of Ohio and consents to the irrevocable appointment of the Secretary of the State of Ohio as its agent to accept service of process of any proceeding in the State of Ohio.

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


	IDENTITY GROUP, INC.
	By:	/s/ Donald J. Polak
		Donald J. Polak
		President Chief Executive Officer


		/s/ Frank H. Spontelli, Jr.
		FRANK H. SPONTELLI, JR.


	BSI, INC.
	By:	/s/ Frank H. Spontelli, Jr.
		Frank H. Spontelli, Jr.
		President

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APPLICATION FOR REGISTRATION OF ASSUMED CORPORATE NAME

Persuant to the provisions of Section 48-14-101 (d) of the Tennessee Business Corporation Act, the undersigned corporation hereby submits this application:

1.		The true name of the corporation isCOLUMBIA MEDICAL GROUP — HILLSIDE, INC.

2.		The state or country of incorporation isTENNESSEE.

3.		The corporation intends to transact business in Tennessee under an assumed corporate name.

4.		The assumed corporate name the corporation proposes to use is

THE PEDIATRIC CENTER

[NOTE: The assumed corporate name must meet the requirements of Section 48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the Tennessee Nonprofit Corporation Act.]


9-23-98		Columbia Medical Group — Hillside, Inc.
Signature Date		Name of Corporation

Assistant Secretary		Dora A. Blackwood
(Signer’s Capacity)		Dora A. Blackwood
		(Name)

APPLICATION FOR REGISTRATION OF ASSUMED CORPORATE NAME

[ILLEGIBLE]

Pursuant to the provisions of Section 48-14-101 (d) of the Tennessee Business Corporation Act, the undersigned corporation hereby submits this application:

1.		The true name of the corporation isCOLUMBIA MEDICAL GROUP — HILLSIDE, INC.

2.		The state or country of incorporation isTENNESSEE.

3.		The corporation intends to transact business in Tennessee under an assumed corporate name.

4.		The assumed corporate name the corporation proposes to use is

UNIVERSITY MEDICAL ASSOCIATES

[NOTE:The assumed corporate name must meet the requirements of Section 48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the Tennessee Nonprofit Corporation Act.]


9-23-98		Columbia Medical Group — Hillside, Inc.
Signature Date		Name of Corporation

Assistant Secretary		/s/ Dora A. Blackwood
(Signer’s Capacity)		Dora A. Blackwood
		(Name)

ARTICLES OF AMENDMENT TO THE CHARTER

CORPORATE CONTROL NUMBER (IF KNOWN)

PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OFTHE TENNESSEE BUSINESS CORPORATION ACT,THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS CHARTER:

PLEASE MARK THE BLOCK THAT APPLIES:

þ AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.


o AMENDMENT IS TO BE EFFECTIVE,
	MONTH	DAY	YEAR

(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

1.		PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS ON RECORD:

		Columbia Medical Group — Hillside, Inc.
		IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:

		LifePoint Medical Group — Hillside, Inc.
2.		PLEASE INSERT ANY CHANGES THAT APPLY:

PRINCIPAL ADDRESS: (street)



(city)	(state)	(zip code)

REGISTERED AGENT:

REGISTERED ADDRESS: (street)


	TN

(city)	(State)	(zip code)	(county)

OTHER CHANGES:

3. THE CORPORATION IS FOR PROFIT.

THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY EX-CHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:

5. THE AMENDMENT WAS DULY ADOPTED ON

May

1999

By:

MONTH

DAY

YEAR

(NOTE: PLEASE MARK THE BLOCK THAT APPLIES)

o THE INCORPORATORS.

o THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT REQUIRED.

þ THE SHAREHOLDERS.


Secretary				/s/ John M. Franck II

SIGNER’S CAPACITY				SIGNATURE

				/s/ John M. Franck II
				NAME OF SIGNER (TYPED OR PRINTED)

LifePoint Medical Group — Hillside, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

Sole Shareholder: LifePoint Holdings 3, Inc.

Officers:


Scott L. Mercy		Chairman, and Chief Executive Officer
James M. Fleetwood, Jr.		President and Chief Operating Officer
Kenneth C. Donaney		Senior Vice President and Chief Financial Officer
William F. Carpenter III		Senior Vice President, General Counsel and Secretary

Directors:

Scott L. Morcy
James M. Fleetwood, Jr.

[ILLEGIBLE]


				SECRETARY OF STATE DIVISION OF BUSINESS SERVICES James K.Folk Building, Suite 1800 Nashville, TN 37243-0308

MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-13 of the Tennessee Business Corporation Act, Sections 48-55-102 and 45-63-108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:

1.		The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporation herein by reference.

2.		The street address of its current registered office is 500 Tallan Building — Two Union Square, Chattanooga, TN 37402-2571.

3.		The name of the current registered agent is The Prentice-Hall Corporation System, Inc.

4.		The street address (including county) of the new registered office is:


	2908		Poston Avenue, Nashville, Tennessee 37203 (DAVIDSON)


5.		After the change, the street addresses of the registered office and the business office of the registered agent will be identical.

6.		The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list have been notified of the change of address for the registered office.


May 1, 2000		/s/ John H. Pelletier

Signature Date		Signature of Registered Agent
		John H. Pelletier, Asst. VP
		Printed or Typed Name

Bourbon Community Hospital Inactive S-4Registration of securities issued in business combination transactions