Amedisys (AMED)

Section 13.4 Expenses

(a) Except as set forth in (b) below, (i) the Buyer Company will pay its fees, expenses and disbursements in connection with the subject matter of this Agreement, and (ii) the Sellers will pay their fees, expenses and disbursements in connection with the subject matter of this Agreement. The Sellers will timely file all necessary documentation and Returns with respect to all Transfer Taxes and timely make payment thereof as required by Section 9.6. The Sellers will provide the Buyer Company with such documentation and Returns and related work papers and supporting information for its review and comment at least seven (7) business days prior to the due date thereof. The Buyer Company shall reimburse the Sellers for one half (1/2) of the Transfer Taxes within five (5) business days of a request therefor. Except of the Transfer Taxes, the Sellers acknowledge that they, and not the Buyer Company, will pay all Taxes due by it under applicable Legal Requirements with respect to any consideration payable to the Sellers under the Transaction Documents. If filing is required, the Sellers, on the one hand, and the Buyer Company, on the other hand, will each pay one-half of the filing fees required by the HSR Act in connection with the filings to be made by them thereunder.

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(b) If the purchase of the Purchased Shares is not consummated, the Buyer Company and the Sellers shall split evenly the fees, expenses and disbursements in connection with the Restructuring, including the retention of local counsel and lobbyists in the following jurisdictions: New York, Rhode Island, District of Columbia and West Virginia (collectively, the “Regulatory Expenses”). If the purchase of the Purchased Shares is consummated, the Buyer Company shall be responsible for all Regulatory Expenses. The Buyer Company shall be responsible for all expenses related to certificate of need consultants in any jurisdiction.

Section 14.4 Expenses

Except as Article X may otherwise provide, (i) the Buyer Companies will pay their fees, expenses and disbursements in connection with the subject matter of this Agreement, and (ii) the Seller will pay its fees, expenses and disbursements in connection with the subject matter of this Agreement; provided, however, the Seller, on the one hand, and the Buyer Companies, on the other hand, shall share equally all filing fees under the HSR Act. The Seller will file all necessary documentation and Returns with respect to all Transfer Taxes. In addition, the Seller acknowledges that it, and not the Buyer Companies, will pay all income Taxes due by them under applicable Legal Requirements with respect to any consideration payable to the Seller under the Transaction Documents.