ASSET PURCHASE AGREEMENT

1.01

Affiliates . Persons or entities that directly, or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Tenet Healthcare Corporation, as to Seller, and Amedisys, Inc., as to Purchaser, and as such term is defined under the Securities Act of 1933, as amended.

1.02

Assets . The assets to be sold and transferred by Seller to Purchaser pursuant to this Agreement consisting of the assets owned by Seller as of the Closing that are described in clauses (a) – (l) below and that are more specifically detailed in the Schedules attached hereto, or to be prepared by Seller and delivered to Purchaser at least forty-five ( 45 ) days after the date of this Agreement, as herein indicated; provided however, the Excluded Assets are specifically excluded from the assets to be sold under this Agreement.

(a)

All furniture, fixtures, equipment, removable leasehold improvements and supplies used in the Business and owned by Seller located at the address of the Agencies as set forth in Schedule A (collectively referred to as the “ Business Address ”) and used by Seller in the operation of the business of the Agencies (the “ Business ”), which are further identified in Schedule 1.01 ;

(b)

All inventory owned by Seller and used by Seller in the Business at the Business Address of each of the Agencies, which are further identified in Schedule 1.05 ;

(c)

All of Seller’s current patient lists of present or former home health and private duty patients of the Agencies, all of Seller’s mailing lists for the Agencies, and all telephone numbers and listings used by Seller in the Business, and all intangibles and other rights and privileges of Seller currently used in the Business;

(d)

Seller’s leasehold interest in the premises located at each Business Address other than the Business Addresses specified on Schedule 1.03 ;

(e)

The goodwill and going concern of Seller in the Business;

(f)

The benefits of all amounts previously paid by Seller for advertising, design, fees, rent services, or interest relating to the Business or the Assets, to the extent that they extend beyond or are to be performed after the Closing;

(g)

All of Seller’s rights under the Contracts described in Schedule 5.06 (other than those described in Section 5.06 ), and the rights given therein to Seller;

(h)

Seller’s rights under all other contracts, including all leases and non-competition agreements, relating to the Business;

(i)

All licenses, provider numbers and provider agreements and permits and attendant rights, to the extent assignable, held by Seller relating to the ownership, development and operations of the Business, including: (1) Professional Home Health, Biloxi, MS; (2) Brookwood Home Care Services—Birmingham, AL; (3) Memorial Home Care—New Orleans, LA; (4) Spalding Regional Home Health—Griffin, GA; (5) Tenet Home Care of Palm Beach—Delray Beach, FL; (6) Tenet Home Care Broward County—Lauderdale Lakes, FL; (7) St. Mary’s Hospital Home Health—West Palm Beach, FL; (8) Tenet Home Care of Miami—Dade—North Miami Beach, FL; (9) First Community Home Care—Dallas, TX; (10) Cypress—Fairbanks Home Health—Houston, TX; (11) St. Francis Home Health and Hospice—Memphis TN; and (12) Brookwood Health Services, Inc dba Brookwood Medical Center Hospice—Birmingham, AL;

(j)

All technical outlines and records (including all plans, drawings, diagrams, notes, reports, memoranda, and other similar documents), and any and all know-how and software and other technology, including, to the extent assignable or transferable, all contracts, licenses, authorizations, permits, and other documents necessary for the Business that are owned by Seller;

(k)

All trade secrets, inventions, patents, copyrights, trade names, business names, trademarks, and other intangible assets used by Seller for the Business that are owned by Seller (excluding in all cases (1) any name which includes “ Tenet ” or the name of a Seller hospital or which apply in common to Seller and its other lines of business and not solely to the Business and (2) any other name that would likely cause confusion or misinformation about the owner and operator of the Business after the Closing), subject to the provisions of Section 1.02.01 ; and

(l)

Copies of medical records of patients who received services at an Agency from Seller to the extent reasonably necessary to transfer the care of such patients to Purchaser at Closing and copies of Seller’s business records reasonably related to the operation of the Business and maintained at the Business Address of each of the Agencies, other than records or information related to employment reviews and disciplinary actions taken by Seller.

1.02.01

Use of Trade Name . Purchaser shall be entitled to the use or ownership of trade names of the Businesses in accordance with the following:

(i)

For Agencies that currently utilize a trade name containing the name “Tenet”—no trade name rights are to be transferred and Purchaser shall utilize a new trade name not containing the word “Tenet”.

(ii)

For Agencies that currently utilize a trade name containing the name of a Seller hospital (other than the Tenet name)—For a period of 180 days following the effective date hereof, Purchaser shall be entitled to utilize the Agencies’ pre-transaction trade name solely as a parenthetical reference to its former name following Purchaser’s new trade name for the Agency as follows ( e.g. , if an agency was conducting business prior to the transaction under the trade name of “Hospital Home Health,” Purchaser may continue to conduct business as “Purchaser Home Health, an Amedisys Company” (formerly “Hospital Home Health”) for a period of 180 days).

(iii)

For Agencies that currently utilize a trade name not including the name “Tenet” or any of the Seller hospitals—Purchaser shall acquire these by virtue of the asset purchase agreement and Seller will execute any additional assignment required by applicable law to effect the transfer thereof.

(iv)

For all Agencies—In the event Tenet resumes home health operations in a Business’ service area, it shall forever refrain from utilizing the

trade name(s) formerly used by the Business prior to the Closing Date.

1.03

Closing . The consummation of the transactions contemplated by this Agreement.

1.04

Excluded Assets . All assets of Seller other than the Assets, which are not to be sold and transferred to Purchaser pursuant to this Agreement and which includes, but is not limited to, the following: organizational documents of Seller; insurance policies providing coverage to Seller and all rights under such policies, Seller’s tax identification number, all cash on hand, Seller’s depositary accounts and the agreements between Seller and Seller’s bank(s), all original business records relating to the operations of the Business (including without limitation all business and medical records relating to patients), the CareCentrix Stat 2 clinical and billing software used by Seller in the Business, all of Seller’s accounts receivables, cost report receivables and all other indebtedness owing to Seller, all patient records other than the home health and any private duty patient records of the Agencies and assets that are used by and are integral to the delivery of services other than an Agency’s services by Seller that cannot reasonably be divided or separated into a separate Agency component. Also excluded from the Assets are those assets used in the operation of Seller’s Business that are shared assets with Affiliates of Seller or that are shared with other departments of the acute care general hospital that is the Seller and that are not reasonably capable of being divided or separated by Seller for transfer to Purchaser as an Asset. Schedule 1.03 contains a list of certain specific Excluded Assets.

1.05

GAAP . Generally accepted accounting principles.

1.06

Inventory . All inventory of the Seller as of the Closing, including but not limited to, Seller’s interest in equipment which has been expensed but not capitalized, more fully described in Schedule 1.05 .

1.07

Liabilities . Those liabilities of Seller to be assumed by Purchaser at the Closing pursuant to this Agreement, which consists of accounts payable of the Seller as of the Closing and those other liabilities of Seller specifically disclosed on Schedule 1.06 . Purchaser shall also assume the obligations of Seller accruing after the Closing Date on the contracts and agreements comprising a part of the Assets, as disclosed on Schedule 5.06 . Purchaser shall not assume any other liabilities, contingent or certain, of Seller unless incurred and disclosed in the manner provided in this Section 1.07 . Without limiting the foregoing, Purchaser is not assuming (i) any expenses, liabilities, or obligations of Seller arising out of the execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby which are unpaid at the Closing, (nor may Seller pay any of such expenses out of the Assets), (ii) any liabilities or obligations of Seller relating to federal, state, or local income for the period through the Closing, or, except as set forth in Section 15.04 , other taxes attributable to the transactions contemplated hereby or the conduct of the Business, (iii) any obligation of Seller to pay a fee to any agent, broker, or finder relating to this transaction, or (iv) any liabilities that may accrue to Seller as a result of any present or future Medicare and/or Medicaid audit related to the provision of care by Seller prior to and up to the Closing.

1.08

Material Adverse Effect . Any change in the financial condition of Seller or the operation of its business that would materially affect the Business adversely (in the aggregate for all Agencies), including, but not limited to, material changes to its business condition or financial condition, determined on a trailing twelve (12) months financial performance of the Agencies that would result in a decrease in net revenue (billed charges less contractual allowances, discounts and other usual and customary adjustments to billed charges) of the Business in excess of thirty-three percent (33%).

1.09

Purchaser’s Knowledge . The actual knowledge of Purchaser’s officers and directors after reasonable inquiry.

1.10

Business . The home health care business which provides services to Medicare, Medicaid, other governmental payors, commercial insurance and private pay patients as presently carried on by Seller at each Business Address.

1.11

Seller . The term “ Seller ” refers to each of the selling Parties to this Agreement collectively, but in each instance when used in connection with a representation, warranty or obligation to perform, it will refer to each seller entity individually rather than collectively or jointly.

1.12

Seller’s Knowledge . The actual knowledge of Seller’s management level personnel who are directly responsible for the day-to-day operations of the applicable Agency, after reasonable inquiry.

1.13

Special Notice . Special Notice means notice to Seller given by telefacsimile by Purchaser to the appropriate telefacsimile number and notice party for each Agency, as set forth on Schedule A and to:

2.01

The Closing . The Closing, and the delivery of the Purchase Price for the transactions contemplated by this Agreement shall become unconditional on March 1, 2004 (the “Closing Date” ). The payment of the Purchase Price and the execution and delivery of instruments conveying the Assets and effecting the other transfers of rights and related obligations and assumed Liabilities for each Agency will occur over a staggered time period between the Closing Date and May 1, 2004, in accordance with the schedule set forth on Schedule 2.01 (the “ Agency Transfer Dates ”). The obligation of Purchaser to make the final payment of the Purchase Price will be secured by Purchaser delivering to Tenet Healthcare Corporation, as agent of Seller, at the Closing an unconditional documentary letter of credit in the amount of the final payment of the Purchase Price, issued by a national banking association reasonably acceptable to Tenet Healthcare Corporation in the form attached hereto as Schedule 2.01 A. Purchaser may, on at least seven (7) days prior Special Notice, specify an Agency Transfer Date for any Agencies that is sooner than the scheduled Agency Transfer Date on Schedule 2.01. The execution and delivery of this Agreement and the other instruments effecting the conveyances and transfers at the Closing and the Agency Transfer Dates may be perfected by the exchange of executed signature pages via facsimile or Adobe Portable Document Format followed by delivery of the original executed signature pages promptly thereafter.

3.01

The consideration to be paid pursuant to the provisions of this Section 3 and the Liabilities to be assumed by Purchaser pursuant to Section 4 shall constitute all the consideration to be paid by Purchaser in connection with the purchase of the Assets contemplated by this Agreement.

3.02

Purchase Price Adjustments . The Purchase Price shall be adjusted: (i) within ninety (90) days after each Agency Transfer Date by the amount of the Prorations determined in accordance with the provisions of Sections 3.03 and 3.04 and paid in accordance with Section 3.05 for each Agency.

3.03

Proration . Seller and Purchaser shall prorate any amounts for the services or other expenses that benefit Seller pre-Closing and Purchaser post-Closing but which become due and payable after the Closing with respect to: (i) contracts and agreements comprising a part of the Assets, as disclosed on Schedule 5.06 ; (ii) property taxes on the Assets; (iii) ad valorem taxes, if any, on the Assets; (iv) all utilities servicing any of the Assets, including, without limitation, water, sewer, telephone, electricity, and gas services; and (v) all other charges and fees customarily prorated and adjusted in similar transactions (collectively, the “ Prorations ”). Seller shall be liable for pre-Closing prorated amounts due and Purchaser shall be liable for post-Closing amounts due pursuant to items (i) through (v) above. Within sixty (60) days of each Agency Transfer Date, Seller shall advise Purchaser of any amounts paid by Seller with respect to the applicable Agency to be prorated and Purchaser shall provide Seller with a similar schedule of the Prorations, including the amounts owed by Purchaser and Seller, if any.

3.04

Initial Purchase Price Adjustment . The Purchase Price on the Closing Date shall be decreased by an amount equal to the “ Initial Purchase Price Adjustment ”. The Initial Purchase Price Adjustment shall be an amount equal to the Estimated Value of Accrued but Unused Paid Time Off for each Agency. “ Estimated Value of Accrued but Unused Paid Time Off ” shall mean the estimated liabilities of Seller with respect to the employees of Seller that are employed in the operation of Seller’s Business and to whom offers of employment are made by Purchaser, as provided herein. Prior to the Closing, Seller shall deliver to Purchaser a schedule of the Estimated Value of Accrued but Unused Paid Time Off, as of the day before the Closing Date.

3.05

Final Purchase Price Adjustment . Within ninety (90) days after the last Agency Transfer Date, Seller and Purchaser shall determine the “ Final Purchase Price Adjustment ” for the Agencies. The Final Purchase Price Adjustment shall be an amount equal to the Accrued but Unused Paid Time Off Difference (as defined below) plus or minus the Prorations as set forth in Section 3.03 for the Agencies.

(a)

Promptly following the Agency Transfer Date, Seller shall provide Purchaser with a schedule which reflects the actual liabilities of Seller with respect to the employees of Seller that are employed in the operation of Seller’s Business and who accept offers of employment made by Purchaser, as provided herein (“ Value of Accrued but Unused Paid Time Off ”). For purposes of the Final Purchase Price Adjustment, the amount by which the Estimated Value of Accrued but Unused Paid Time Off differs from the Value of Accrued but Unused Paid Time Off as of the day before

the Agency Transfer Date shall be the Accrued but Unused Paid Time Off Difference.

(b)

Upon the determination of the Final Purchase Price Adjustment either (i) Seller shall pay Purchaser in immediately available funds the amount by which the Initial Purchase Price Adjustment is less than the Final Purchase Price Adjustment or (ii) Purchaser shall pay Seller in immediately available funds the amount by which the Initial Purchase Price Adjustment is greater than the Final Purchase Price Adjustment.

3.06

Misdirected Payments . Except as provided herein, if either Party receives any amount from patients or third-party payors which relate to services rendered by the Party, the Party receiving such amount shall, within thirty (30) days of receipt thereof, remit such full amount to the proper Party. If Purchaser receives any amounts from the Medicare or Medicaid program for reimbursement associated with the operation of the Business and relating to services performed during periods prior to Closing, Purchaser shall, within thirty (30) days of receipt thereof, tender same to Seller. If Seller or any Affiliate of Seller receives any amounts from the Medicare or Medicaid program for reimbursement associated with the operations of the Business relating to services performed during periods subsequent to Closing, Seller shall, within thirty (30) days of receipt thereof, tender same to Purchaser. If the receiving Party fails to tender payments within thirty (30) days business days of receipt thereof, the Party due payments under this Section 3.07 shall have the option to charge the other Party interest on the total amount owed in an amount equal to ten percent (10%) per annum,

but not to exceed the maximum annual rate allowed by applicable law. Interest shall accrue beginning on the fifteenth business day from receipt of payment until all amounts owed are paid in full.

3.07

Allocation of Episode of Care Payments . Purchaser and Seller acknowledge and agree that, as to episodes of Medicare (and other non-Medicare payors) home health services in progress prior to an Agency Transfer Date (“ Straddle Episodes ”), any billing or claims submissions to occur after the Agency Transfer Date will be billed by Purchaser. At least [              (10)] days before each Agency Transfer Date Seller will inform Purchaser of the amount received (or to be received) by Seller based on the request for anticipated payment (“ RAP ”) (or equivalent billing (if any) for non-Medicare payors) filed by Seller with respect to each Straddle Episode, together with necessary billing and patient demographic information in Seller’s possession to permit Purchaser to file the final claim for payment. Purchaser shall prepare, file and collect all final claims for payment. Within ninety (90) days after the Agency Transfer Date, Purchaser shall pay to Seller the Straddle Episode Payment, as defined below. “ Straddle Episode Payment ” shall mean an amount, for each Straddle Episode, equal to the final actual (if payment has been received) or billed projected (if payment has not been received) payment for the Straddle Episode, divided by sixty (60), multiplied by the number of days in the Straddle Episode from the first day of the Straddle Episode to the Agency Transfer Date. For example, if on the day prior to the Agency Transfer Date, a patient has been on service with Seller for twenty (20) days, and the episode has a total payment of Two Thousand ($2,000.00) Dollars, Purchaser shall pay Seller Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($666.67) for the Straddle Episode ($2,000 / 60 x 20) less the amount received by Seller from the RAP for that Straddle Episode. Any payment adjustment to the basic payment rate for a 60-day episode of care (including partial episode payment adjustments, low utilization payment adjustments and significant change in condition payment adjustments) shall be prorated between the Parties in a manner consistent with this paragraph. Purchaser shall provide Seller a written reconciliation showing the manner in which each Straddle Episode Payment has been determined. Seller shall have [              (45)] days to object to any Straddle Episode Payment calculation, in which event Seller and Purchaser will work together in good faith to resolve the issue and make any payment adjustment due within [                      (30)] days after the objection.

3.08

Handling of Certain Funds . Purchaser and Seller will establish and maintain a joint checking account for each provider number to which funds will be deposited for the Straddle Episode services referenced in Section 3.07 until (a) a final reconciliation and payment is made of Straddle Episode Payments and (b) the earlier to occur of, (i) Purchaser has received tie-in date notices for the Agencies from Medicare or (ii) one-hundred twenty (120) days has passed since the Closing Date, and thereupon the joint accounts will be closed as joint accounts. The joint checking accounts shall require the signature of one representative of Seller and one representative of Purchaser on each check issued. The checking accounts will be adjusted weekly to credit, from the deposits into that account, the monies due each Party as set forth in Section 3.07 above. At the time of the weekly adjustments each Party shall receive the amount due to it. Seller agrees to cooperate with Purchaser in effecting the appropriate notices, on the Closing Date, to all payors, including, but not limited to, Medicare and Medicaid, authorizing and directing that all payments for services rendered after the Closing Date be directed for deposit to the appropriate joint checking accounts. If any formal or informal action is ever brought against Purchaser for having impermissibly received any amounts from any said checking account or for any payment by Seller to Purchaser of an amount under Section 3.06 , and Seller is made a party (formally or informally) to any effort or action by any payor to recover from Seller or Purchaser any amount so received by Purchaser, Purchaser will indemnify and hold harmless Seller under the terms of Section 12 .

3.09

Interim Software Usage . For a period of one hundred eighty (180) days following an Agency Transfer Date, conditioned on the receipt of any consent required from the applicable licensor(s), Purchaser shall be entitled to utilize Sellers’ IS/computer system solely for purposes of

operations and billing of the applicable Agency. This use shall be limited to the use of Seller’s CareCentric’s Stat 2 software and related billing software and other software used for those purposes in that Business at the Agency Transfer Date. Seller agrees to continue to host said software on Seller’s servers and assist Purchaser in hosting said software on Purchaser’s servers. Purchaser shall pay to Seller at the Agency Transfer Date in immediately available funds the software usage fee payable by Seller to its licensor of such software for the full 180 day period. The Parties acknowledge that this interim software usage, if required by Seller, shall be granted through a separate use agreement to be executed contemporaneously with the Closing.

5.01

Ownership . Seller is the beneficial owner of the Assets and has good and marketable title to, and/or a valid leasehold interest in, and the right to sell, assign, and transfer the Assets to Purchaser, free and clear of any security interest, claims, liens, pledges, penalties, charges, restrictions on transfer, encumbrances whatsoever of every kind and character, other than (i) the restrictions set forth in the agreements and contracts identified in Schedule 5.06 ; (ii) the consents required but not obtained identified in Schedule 5.03 ; and (iii) those accruing after the Closing. Upon the execution of this Agreement and obtaining the consents described on Schedule 5.03 , good and marketable title to, or valid leasehold interest in, the Assets shall be delivered to Purchaser, free and clear of any security interest, claims, liens, pledges, penalties, charges, encumbrances, whatsoever, other than those specifically set forth and assumed herein.

5.02

Valid Existence . Seller is duly organized, validly existing and in good standing under laws of the state of its organization, and has full power and authority (including all licenses, franchises, permits, and other

authorizations that are legally required) to own the Assets, its properties and to engage in the business and activities now conducted by it. Seller is in good standing in each jurisdiction in which it conducts business.

5.03

Due Authorization: Consent of Third Parties . Seller has the right, power, legal capacity and authority to enter into and perform Seller’s obligations under this Agreement, and no approval or consent of any person other than Seller is necessary in connection with the execution, delivery, or performance of this Agreement by the Seller, except the consents set forth in Schedule 5.03 . The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors or received other required corporate approval. This Agreement constitutes a legal and binding obligation of Seller, and is valid and enforceable against Seller in accordance with its terms except that (i) the enforcement of certain rights and remedies created by this Agreement is subject to bankruptcy, insolvency, reorganization, and similar laws of general application affecting the rights and remedies of parties, and (ii) the enforceability of any particular provision of this Agreement under principles of equity or the availability of equitable remedies, each as specific performance, injunctive relief, waiver, or other equitable remedies, is subject to the discretion of courts of competent jurisdiction.

5.04

Use of Assets . All of the Assets which are tangible personal property are located or based at the Business Address of each of the Agencies and are provided on an “ As Is ” basis. With respect to the Business, Seller has had no other business address within the [three] years prior to the Closing. To Seller’s Knowledge, the Assets are being utilized by Seller in conformity with all applicable federal, local and state health care related and imposed rules, regulations, laws, statutes, and permits (“ Health Care Laws ”) applicable to the Business, except where failure to so conform will not have a Material Adverse Effect.

5.05

Litigation . Except as described on Schedule 5.05 , there is not any suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation pending or, to Seller’s Knowledge, threatened (in the form of threats made to an executive-level officer of Seller), against or affecting the Business or the Assets, including but not limited to any action or claim under any federal, state, local or other governmental act, rule, regulation, or any interpretations thereof, relating to environmental matters or the protection of the safety and health of persons connected with the Business (including but not limited to the transportation, treatment, storage, recycling, disposal, or release into the environment of hazardous or toxic materials or waste), or any basis on which any proceeding or investigation against Seller might reasonably be undertaken or brought. Seller has informed Purchaser of, and upon

request has furnished or made available to Purchaser, copies of relevant court papers and other documents relating to, the matters set forth in this Section. Seller has described on Schedule 5.05 all suits, actions, arbitrations, or other proceedings or investigations in which Seller has been a party to during the [three] year period immediately preceding the Closing. Except as described on Schedule 5.05 , Seller is not in default with respect to any order, writ, injunction, or decree of any Health Care Law. In addition, to Seller’s Knowledge, it is not in violation of any other material federal, state, local law, rule or regulation, or foreign court, department, agency, or instrumentality with respect to the Business. Except as set forth on Schedule 5.05 , Seller is not presently engaged in any legal action to recover monies due to Seller, for damages sustained by Seller, or amounts owed to Seller as respects the Business. During the [three] year period immediately preceding the Closing, except as described on Schedule 5.05 , Seller has neither received nor been a party to any written notice of violations, orders, claims, citations, complaints, penalties, assessments, court, or other proceedings, administrative, civil or criminal, at law or in equity, with respect to any Health Care Law as respects the Business. In addition, to Seller’s Knowledge, except as described on Schedule 5.05 , it has neither received nor been a party to any written notice of violations, orders, claims, citations, complaints, penalties, assessments, court, or other proceedings, administrative, civil or criminal, at law or in equity, with respect to any alleged violations of any other federal, state, or local environmental law, regulation, ordinance, standard, permit, or order in connection with the conduct of the business or otherwise during the past [three] years.

5.06

Contracts, Agreements and Instruments . Schedule 5.06 contains a list of the following (the “Contracts” ), copies of which have been heretofore furnished by Seller to Purchaser, which acknowledges receipt thereof:

5.06.01

True and correct copies of all material contracts, agreements and other instruments to which Seller is a party that are related to the Business;

5.06.02

True and correct written descriptions of all verbal material contracts and/or agreements to which Seller is a party that are related to the Business.

5.07

Compliance With Law; Taxes . To Seller’s Knowledge, Seller has complied with, and is not in violation of any (i) term or provision of its Articles of Incorporation or Bylaws; (ii) term or provision of any applicable judgment, decree, order, statute, injunction, rule, ordinance known to it applicable to the Business; (iii) any Health Care Law applicable and material to the Business; or (iv) as applicable to the Business, foreign, United States, state or local statutes, laws, rules or regulations except where such non-compliance or violation will not have a Material Adverse Effect on the Business. Seller has timely filed all federal, state, and local tax returns required to be filed and all such returns are complete and correct. Except as described on Schedule 5.07 , Seller has made timely payment of all such taxes when due and payable and has paid all interest, penalties, deficiencies, and assessments, if any, levied or assessed against it. Except as described on Schedule 5.07 , Seller has duly withheld, collected, and timely paid to the proper governmental authorities all taxes required to be withheld and collected by it. There are no agreements for extension of the time of assessment of payment of any taxes of Seller, except as otherwise disclosed by Seller. No waiver of any statue of limitations has been executed by Seller. There are no examinations by the Internal Revenue Service of Seller presently in

5.08

Permits and Licenses . Seller has all permits, licenses, and other similar authorizations necessary for the conduct of the Business as now being conducted by it, and, to Seller’s Knowledge it is not in default in any material respect under any such permits, licenses, or authorizations. No royalties, commissions, or fees are payable by Seller to any person by reason of the ownership or