AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

CONFORMED COPY

AGREEMENT AND PLAN OF MERGER

Among

EMDEON CORPORATION,

EBS HOLDCO, INC.,

EBS MASTER LLC,

MEDIFAX-EDI HOLDING COMPANY,

EBS ACQUISITION LLC,

GA EBS MERGER LLC

and

EBS MERGER CO.

Dated as of SEPTEMBER 26, 2006

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

EXHIBITS

          AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of September 26, 2006, among EMDEON CORPORATION, a Delaware corporation (“ Parent ”), EBS HOLDCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“ Holdco 1 ”), EBS MASTER LLC, a Delaware limited liability company the sole member of which is Holdco 1 (“ Master LLC ”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“ Medifax ”), EBS ACQUISITION LLC, a Delaware limited liability company (the “ Purchaser ”), GA EBS MERGER LLC, a Delaware limited liability company the sole member of which is the Purchaser (“ Merger LLC ”), and EBS MERGER CO., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“ Merger Co ”).

          WHEREAS, the parties wish to enter into a transaction whereby the Purchaser will acquire an indirect 52% interest in certain businesses owned by Parent through the merger of Merger LLC with and into Master LLC (the “ LLC Merger ”), and Parent will retain an indirect 48% interest in such businesses by retaining an indirect 48% interest in Master LLC, all as more fully described in this Agreement;

          WHEREAS, the respective members of Master LLC and Merger LLC have approved and declared advisable, and the respective Boards of Directors of Parent, Holdco 1 and the Purchaser have approved, this Agreement and the LLC Merger, on the terms and subject to the conditions set forth in this Agreement;

          WHEREAS, the respective Boards of Directors of Medifax and Merger Co have approved and declared advisable, and the respective Boards of Directors of Parent, Holdco 1 and the Purchaser have approved, the merger (the “ Corporate Merger ” and, together with the LLC Merger, the “ Mergers ”) of Merger Co with and into Medifax, on the terms and subject to the conditions set forth in this Agreement;

          WHEREAS, prior to the Closing (as defined herein), Parent will cause Envoy to distribute (the “ ViPS Distribution ”) all of the outstanding capital stock (the “ ViPS Shares ”) of ViPS, Inc., a Maryland corporation and a wholly owned indirect subsidiary of Envoy (“ ViPS ”), held by Envoy to Parent or an Affiliate of Parent;

          WHEREAS, prior to the Closing, Parent will cause the Reorganization (as defined herein) to be consummated; and

          WHEREAS, immediately after the effectiveness of the Corporate Merger, Holdco 1 will contribute all of the Medifax Shares (as defined herein) to Master LLC.

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

          Section 1.01 Certain Defined Terms . For purposes of this Agreement:

          “ Action ” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

          “ Actual Knowledge of Parent ” means the actual knowledge of the Persons listed in Exhibit 1.01(e) as of the date of this Agreement, without any duty of inquiry.

          “ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

          “ Books and Records ” means the books and records, computer data, computer tapes, electronic media, information, lists and other materials and information maintained, created or prepared by the Companies.

          “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

          “ Cash ” means cash, cash equivalents and short-term investments.

          “ Code ” means the Internal Revenue Code of 1986, as amended including effective date and transition rules whether or not codified.

          “ Companies ” means: Envoy; MedE; Healthcare Interchange, Inc.; MedE America Corporation of Ohio; Dakota Imaging, Inc.; Dakota Imaging, S.A.; CareInsite LLC; THINC Acquisition Corp.; THINC., LLC; Medifax; MediFAX-EDI LLC; Medi, Inc.; MediFAX, Inc.; MediFAX-EDI Holdings, Inc.; MediFAX-EDI Services, Inc.; Claims Processing Service, Inc.; Kinetra LLC, IMS — Net of Colorado, Inc.; IMS — Net of Illinois, Inc.; Illinois Medical Information Network, Inc.; IMS — Net of Arkansas, Inc.; IMS — Net of Central Florida, Inc.; Minnesota Medical Comm. Network, LLC; Emdeon Clinical Services, LLC; Advanced Business Fulfillment, LLC; ENVOY/ExpressBill, Inc.; and Interactive Payer Network, Inc. With respect to any time after the consummation of the Reorganization, references to any of the Companies shall be deemed to be references to the respective converted or successor entities formed pursuant to the terms of the Reorganization and to Master LLC. For the avoidance of doubt, “Companies” shall not include ViPS and ViPS Biomedical Services, Inc.

          “ Company Assets ” means all assets and properties (including contract rights) of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including Intellectual Property and the goodwill related thereto, Software and IP Licenses, operated, owned, licensed or leased by the Companies.

          “ Company Intellectual Property ” means all Intellectual Property owned by or licensed to the Companies.

          “ Contract ” means any agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

          “ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the

possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

          “ Current Assets ” means the sum of the current assets included on a specified balance sheet in the captions “Cash and cash equivalents,” “Accounts receivable, net of allowance for doubtful accounts,” “Inventory” and “Prepaid expenses and other current assets”; provided , that “Current Assets” shall exclude (i) refunds and receivables for Excluded Taxes and (ii) restricted cash, including cash held as deposits for any Leased Real Property; provided , further , that only “Cash and cash equivalents” in excess of $10 million shall be included as a Current Asset.

          “ Current Liabilities ” means the sum of the current liabilities included on a specified balance sheet in the captions “Accounts payable,” “Accrued expenses” and “Deferred revenue”; provided , that “Current Liabilities” shall exclude (i) Excluded Taxes, (ii) the accrued amounts, if any, for earnout payments related to the acquisition of Advanced Business Fulfillment, LLC and (iii) any accrued amounts in respect of Excluded Liabilities and Retained Claims. Current Liabilities shall also include (i) amounts for accounts payable and accrued medical expenses specific to any of the Companies that are recorded on Parent’s balance sheet and (ii) all transaction-related costs and expenses incurred by the Companies and not paid by Parent as required pursuant to Section 11.01(ii).

          “ Disclosure Schedule ” means the Disclosure Schedule, dated as of the date of this Agreement, delivered by Parent to the Purchaser in connection with this Agreement.

          “ Encumbrance ” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, adverse claim, right of way, survey defect, title defect, conditional sale or other title retention device or arrangement other than any licenses of Intellectual Property.

          “ Environmental Claim ” means any claim, action, cause of action, suit, proceeding, investigation, order or demand by any Person alleging potential liability of any kind arising out of , based on or resulting from the presence, or release into the environment, of, or exposure to, any Hazardous Substances, or any violation, or alleged violation, of any Environmental Law.

          “ Environmental Law ” means any federal, state, local or foreign Law, order, consent decree or judgment, in each case in effect as of the date of this Agreement, relating to pollution, protection of the environment or workers’ health and safety.

          “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under or issued pursuant to any applicable Environmental Law.

          “ Envoy ” means Envoy Corporation, a Delaware corporation.

          “ Envoy Shares ” means the shares of common stock, $0.0001 par value per share, of Envoy.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Excluded Liability ” means any Liability to the extent arising as a result of the items set forth on Exhibit 1.01(a).

          “ Excluded Taxes ” means: (a) Taxes imposed on or payable by any Company for any taxable period that ends on or before the date of the Closing; (b) with respect to Straddle Periods, Taxes imposed on any Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the date of the Closing; (c) Taxes attributable to a taxable period ending on or before the date of the Closing for which any Company is held liable under Section 1.1502-6 of the Regulations (or any similar provision of state, local or foreign Law) by reason of any Company being included in any consolidated, affiliated, combined or unitary group with Parent (or any Affiliates of Parent) at any time before the date of the Closing; and (d) Taxes described in Section 7.09(c); provided , however , that Excluded Taxes shall not include Taxes to the extent resulting from any breach of a representation, warranty or covenant of the Purchaser or, following the Closing Date, Master LLC under this Agreement; provided , further that any such breach by Master LLC or any Company shall not be taken into account for purposes of the previous proviso if and to the extent such breach by Master LLC or any Company was attributable to any action or failure to act by Parent or any of its Subsidiaries (including, without limitation, any Parent Member) not required by this Agreement or the LLC Agreement. For the avoidance of doubt, clauses (a) and (b) of this definition shall include, but not be limited to, Taxes arising from the Reorganization and the ViPS Distribution to the extent attributable to the periods described in said clauses.

          “ GAAP ” means United States generally accepted accounting principles and practices in effect from time to time.

          “ Governmental Authority ” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

          “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

          “ Hazardous Substances ” means any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive substance or material, including without limitation, petroleum and petroleum derivatives and other substances, materials and wastes defined in or regulated under any Environmental Laws.

          “ Holdco 2 ” means, as of the date immediately following the Reorganization, ENVOY/ExpressBill, Inc. (“ ExpressBill ”) in its capacity as a member of Master LLC.

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

          “ Indebtedness ” means, without duplication (but excluding accounts payable and accrued expenses), (a) all indebtedness for borrowed money, whether current, short term, or long term, secured or unsecured, and indebtedness evidenced by any note, bond, debenture or other

debt security, (b) all indebtedness for the deferred purchase price for purchases of property outside the ordinary course of business which is not evidenced by trade payables, (c) all lease obligations under leases which are capital leases in accordance with GAAP, (d) any payment obligations in respect of banker’s acceptances or letters of credit, (e) any liability with respect to interest rate swaps, collars, caps and similar hedging obligations, (f) all off balance sheet financings of the type required by GAAP to be disclosed in financial statements or the footnotes thereto prepared in accordance with GAAP, and (g) any guarantee or security interest granted with respect to any indebtedness of the type referred to in clauses (a) through (f) above, and (h) accrued and unpaid interest on, and prepayment premiums or penalties accrued or owing on, any such foregoing obligation.

          “ Indemnified Party ” means Master LLC, in the case of indemnification pursuant to Section 9.02(a), the Purchaser, in the case of indemnification pursuant to Section 9.02(b), or Parent, in the case of indemnification pursuant to Section 9.03.

          “ Indemnifying Party ” means Parent, in the case of indemnification pursuant to Section 9.02, and the Purchaser, in the case of indemnification pursuant to Section 9.03.

          “ Intellectual Property ” means all of the following, as they exist in the United States: (i) patents, patent applications and inventions, designs and improvements described and claimed therein, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations, or interferences thereof, whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn, or resubmitted); (ii) trademarks, service marks, trade dress, trade names or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof; (iii) copyrights and mask works, including all renewals and extensions thereof, copyright registrations and applications for registration thereof, and non-registered copyrights; (iv) trade secrets and other proprietary information and rights (whether or not patentable or subject to copyright, mask work, or trade secret protection); and (v) Internet second-level domain names.

          “ Intercompany Agreements ” means those Contracts listed on Exhibit 1.01(b).

          “ IP Licenses ” means all licenses and sublicenses, including without limitation, the right to receive royalties or any other consideration relating to Intellectual Property.

          “ IRS ” means the Internal Revenue Service of the United States.

          “ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, requirement or rule of law (including common law).

          “ Leased Real Property ” means the real property leased by any Company, in each case, as tenant.

          “ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action, Governmental Order or Contract.

          “ Material Adverse Effect ” means any circumstance, event, change or effect that is materially adverse to the results of operations, assets or financial condition of the Companies, taken as a whole; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries in which the Companies operate (including legal, regulatory or GAAP changes), but only to the extent such events, circumstances, changes or effects do not affect the Companies’ businesses in a disproportionate manner; (ii) general economic or political conditions or events, circumstances, changes or effects affecting the financial or securities markets generally, but only to the extent such events, circumstances, changes or effects do not affect the Companies’ businesses in a disproportionate manner; (iii) changes arising from the consummation of the transactions contemplated by, or by the announcement of, this Agreement; (iv) any circumstance, change or effect that results from any action taken that was taken with the express written consent of the Purchaser; (v) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement; and (vi) any non-recurring and adverse change or effect that is cured by Parent prior to the Closing; provided, further, that with respect to references to Material Adverse Effect in the representations and warranties set forth in Sections 3.05 and 3.06 (and to the extent related to such representations and warranties, the condition set forth in Section 8.02(a)), the exceptions set forth in clause (iii) shall not apply.

          “ MedE ” means MedE America Corporation, a Delaware corporation.

          “ MedE Shares ” means the shares of common stock, $0.001 par value per share, of MedE.

          “ Medifax Shares ” means the shares of common stock, $0.01 par value per share, of Medifax.

          “ Medifax Note ” means the promissory note in a principal amount of $190,000,000 issued by Medifax to Envoy prior to the date hereof.

          “ Net Working Capital ” means the difference between the consolidated Current Assets of the Companies less the consolidated Current Liabilities of the Companies.

          “ Parent Members ” means Holdco 1 and Holdco 2, collectively, as members of Master LLC.

          “ Parent’s Accountants ” means Ernst & Young LLP.

          “ Parent’s Knowledge ”, “ Knowledge of Parent ” or similar terms used in this Agreement mean the knowledge of the Persons listed in Exhibit 1.01(c) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate and only with respect to those matters contained in such certificate), after reasonable inquiry.

          “ Permits ” means all licenses, permits, orders, approvals, registrations, authorizations, qualifications and filings under applicable Laws or with Governmental Authorities.

          “ Permitted Encumbrances ” means (a) Encumbrances for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or that are being contested in good faith by appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of any Company, as the case may be, or that are being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (c) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the business of the Companies, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and similar matters of record which do not, individually or in the aggregate, materially interfere with the business of the Companies, (e) matters which would be disclosed by an accurate survey or inspection of the Leased Real Property which they encumber, which do not, individually or in the aggregate, materially interfere with the business of the Companies, (f) all other Encumbrances which do not, individually or in the aggregate, materially interfere with the business of the Companies and (g) any mortgage, lien, security interest or encumbrance that secures debt and that is reflected as a liability on the Year End Audited Balance Sheet.

          “ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

          “ Reference Statement Date ” means December 31, 2005.

          “ Regulations ” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

          “ Reorganization ” means the transactions described on Exhibit 1.01(d).

          “ Retained Claims ” means those claims listed on Exhibit 1.01(e).

          “ Retained Names and Marks ” means the names “WebMD”, “Healtheon” and “Medscape” and any derivation thereof and associated trademarks or service marks.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Shared Contracts ” means the Contracts that benefit a Company, on the one hand, and Parent or any Affiliate of Parent (other than a Company) or Emdeon Practice Services, Inc. or any of its Subsidiaries, on the other hand.

          “ Software ” means computer software programs, including, without limitation, all source code, object code, specifications, designs and documentation related thereto.

          “ Straddle Period ” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

          “ Subsidiaries ” means any entity with respect to which a specified Person (or a subsidiary thereof) (i) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors, or similar managing body or (ii) owns, directly or indirectly, a majority of the equity interests.

          “ Target Net Working Capital ” means $36,500,000.

          “ Tax ” or “ Taxes ” means any and all taxes of any kind whatsoever (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, estimated withholding, ad valorem, stamp, transfer, value added and similar taxes.

          “ Tax Benefit ” means the sum of the amount by which the Tax liability of a Person to the appropriate Governmental Authority is actually reduced (including, without limitation, by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest paid by such government or jurisdiction relating to such Tax liability.

          “ Tax Returns ” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) filed, or required to be filed, with a Governmental Authority with respect to Taxes.

          “ Third-Party Payor ” means any Person engaged primarily in the business of providing healthcare indemnity plans, health maintenance organization plans, preferred provider organization plans and similar healthcare coverage plans to third parties, either on a risk basis or on an employer-funded basis.

          “ Transition Services Agreement ” means the Transition Services Agreement to be executed by Parent and Master LLC (or their designees) at the Closing, substantially in the form of Exhibit 1.01(f).

          “ Unauthorized Code ” means (i) any virus, trojan horse, worm, or other Software routines designed to permit unauthorized access or to maliciously disable, erase, or otherwise harm any computer, systems or Software, and (ii) any time bomb or other Software routine designed to maliciously disable a computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensor, licensee or owner of a copy of the program or the right and title in and to the Software.

          “ ViPS Business Unit ” means ViPS and ViPS BioMedical Services, Inc., a wholly owned subsidiary of ViPS.

          Section 1.02 Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or the context otherwise requires:

          (a) any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto;

          (b) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

          (c) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

          (d) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

          (e) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

          (f) the words “material” and “materially” and words of similar import, when used in this Agreement with respect to a representation or warranty pertaining to the condition of a Company, are to be understood by reference to the businesses, assets and properties of the Companies taken as a whole;

          (g) the words “Company” and “Companies,” when used in Article III, are to be understood as encompassing all of the Companies taken as a whole;

          (h) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

          (i) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; and

          (j) references to a Person are also to its successors (by merger or otherwise) and permitted assigns.

ARTICLE II
THE MERGERS

          Section 2.01 The Mergers . (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act (the “ DLLCA ”), Merger LLC shall be merged with and into Master LLC at the LLC Merger Effective Time (as defined in Section 2.03(a)). At the LLC Merger Effective Time, the separate limited liability company existence of Merger LLC shall cease and Master LLC shall continue as the surviving limited liability company (the “ Surviving LLC ”).

          (b) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “ DGCL ”), Merger Co shall be merged with and into Medifax at the Corporate Merger Effective Time (as defined in Section 2.03(b)). At the Corporate Merger Effective Time, the separate corporate existence of Merger Co shall cease and Medifax shall continue as the surviving corporation (the “ Surviving Corporation ”).

          Section 2.02 Closing . On the terms and subject to the conditions set forth in this Agreement, the closing (the “ Closing ”) of the Mergers and the Medifax Contribution shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 at 11:00 a.m. (Eastern Time) on the second Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Section 8.01 and Section 8.02 or at such other place or at such other time or on such other date as Parent and the Purchaser may mutually agree; provided , however , if the conditions in Article VIII have been satisfied but the Debt Financing shall not yet have been obtained, then the Purchaser at its option may extend the Closing to December 15, 2006 (unless the failure to obtain the Debt Financing shall have been the result of a breach by the Purchaser of its obligations under this Agreement entitling Parent to terminate this Agreement pursuant to Section 10.01(e)); provided that if any part of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters (other than as a result of a breach by the Purchaser of its obligations under this Agreement entitling Parent to terminate this Agreement pursuant to Section 10.01(e)), the Purchaser at its option may extend such date to January 31, 2007 in order to obtain Alternative Financing. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

          Section 2.03 Effective Time . (a) Prior to the Closing, Parent shall prepare, and on the Closing Date Master LLC shall file with the Secretary of State of the State of Delaware, a

certificate of merger or other appropriate documents in respect of the LLC Merger (in any such case, the “ LLC Certificate of Merger ”) executed in accordance with the relevant provisions of the DLLCA and shall make all other filings or recordings required under the DLLCA in order to effect the LLC Merger. The LLC Merger shall become effective at such time as the LLC Certificate of Merger is duly filed with such Secretary of State, or at such other time as Parent and the Purchaser shall agree and specify in the LLC Certificate of Merger (the time the LLC Merger becomes effective being the “ LLC Merger Effective Time ”).

          (b) Prior to the Closing, Parent shall prepare, and on the Closing Date Medifax shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents in respect of the Corporate Merger (in any such case, the “ Corporate Certificate of Merger ”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL in order to effect the Corporate Merger. The Corporate Merger shall become effective immediately following the LLC Merger and at such time as the Corporate Certificate of Merger is duly filed with such Secretary of State, or at such other time as Parent and the Purchaser shall agree and specify in the Corporate Certificate of Merger (the time the Corporate Merger becomes effective being the “ Corporate Merger Effective Time ”).

          Section 2.04 Effects . The LLC Merger shall have the effects set forth in Section 18-209 of the DLLCA. The Corporate Merger shall have the effects set forth in Section 259 of the DGCL.

          Section 2.05 Limited Liability Company Agreement; Certificate of Incorporation and By-laws .

          (a) The Limited Liability Company Agreement of the Surviving LLC shall be amended at the LLC Merger Effective Time to read substantially in the form of Exhibit 2.05(a) (the “ LLC Agreement ”).

          (b) The Certificate of Incorporation of the Surviving Corporation shall be amended at the Corporate Merger Effective Time to read substantially in the form of Exhibit 2.05(b).

          (c) The By-laws of Medifax as in effect immediately prior to the Corporate Merger Effective Time shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

          Section 2.06 Directors. From and after the LLC Merger Effective Time, the directors of the Surviving LLC shall be determined pursuant to the terms of the LLC Agreement. From and after the Corporate Merger Effective Time, the directors of the Surviving Corporation shall be determined pursuant to the terms of the LLC Agreement.

          Section 2.07 Officers . Following the LLC Merger Effective Time, the officers of the Surviving LLC shall be determined pursuant to the terms of the LLC Agreement. Following the Corporate Merger Effective Time, the officers of the Surviving Corporation shall be appointed by the directors of the Surviving Corporation.

          Section 2.08 Effect on LLC Interests . At the LLC Merger Effective Time, by virtue of the LLC Merger and without any action on the part of the holder of any membership interests of Merger LLC or Master LLC:

          (a) Conversion of Membership Interests of Merger LLC . The membership interests of Merger LLC shall be converted into and become membership interests equal to 52% of the outstanding membership interests of the Surviving LLC.

          (b) Conversion of Membership Interests of Master LLC . The membership interests of Master LLC shall be converted into and become (i) membership interests equal to 48% of the outstanding membership interests of the Surviving LLC and (ii) the right to receive an aggregate of $1,015,680,000.00 in cash (as adjusted pursuant to Section 2.13), payable to Holdco 1 and Holdco 2 pro rata in accordance with their respective interests in Master LLC immediately prior to the Closing. The cash payable upon the conversion of membership interests pursuant to this Section 2.08(b) is referred to collectively as the “ LLC Cash Merger Consideration ”. As of the LLC Merger Effective Time, all such membership interests of Master LLC shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such membership interests of Master LLC shall cease to have any rights with respect thereto, except the membership interests in the Surviving LLC and the right to receive cash payments set forth in this Section 2.08(b).

          Section 2.09 Effect on Capital Stock . At the Corporate Merger Effective Time, by virtue of the Corporate Merger and without any action on the part of the holder of any shares of Medifax Common Stock or any shares of capital stock of Merger Co:

          (a) Capital Stock of Merger Co . Each issued and outstanding share of capital stock of Merger Co shall automatically be cancelled and retired and shall cease to exist, without payment of any consideration.

          (b) Medifax Common Stock . Each issued share of Medifax Common Stock that is held by Holdco 1 immediately prior to the Corporate Merger Effective Time shall remain outstanding. Following the Medifax Contribution, the Surviving Corporation will be a wholly-owned subsidiary of Master LLC.

          Section 2.10 Certain Events Prior to the Closing . Prior to the Closing, in addition to such other actions as may be provided for herein:

          (a) Except as set forth in Exhibit 2.10(a), Parent shall cause the Companies to satisfy and pay in full out of their Cash any and all Indebtedness for borrowed money of the Companies as of the Closing Date (excluding trade credit, accounts payable and accrued liabilities incurred in the ordinary course of business to the extent reflected as Current Liabilities on the Estimated Statement of Closing Net Working Capital and also excluding the Medifax Note).

          (b) Parent shall cause the Companies to pay their respective parent entities and then to Parent an amount equal to Parent’s good faith estimate of the excess (if any) of (i) the consolidated Cash of the Companies over (ii) amounts used to satisfy Indebtedness pursuant to Section 2.10(a); provided , that the Companies shall have a minimum of $10,000,000 in

immediately available, freely transferable cash and cash equivalents for working capital purposes available as of the Closing, after giving effect to the transactions contemplated hereby (the “ Minimum Cash Balance ”) . Parent may cause any of the Companies to make payments under this Section 2.10(b) in the form of a dividend or distribution of capital.

          Section 2.11 Closing Deliveries by Parent . At the Closing, Parent shall deliver or cause to be delivered to the Purchaser:

          (a) counterparts of the LLC Agreement duly executed by Holdco 1 and Holdco 2;

          (b) counterparts of the Transition Services Agreement and Trademark Assignment Agreement duly executed by Parent and Master LLC;

          (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors or members of Parent, Holdco 1, Holdco 2, Master LLC and Medifax evidencing their authorization of the execution and delivery of, as applicable, this Agreement, the Transition Services Agreement, the Trademark Assignment Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and thereby;

          (d) certified copies of the certificates of incorporation, certificates of formation, bylaws or other applicable organizational documents of Parent, Holdco 1, Holdco 2, Master LLC and Medifax;

          (e) a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(e);

          (f) certificates, if any, representing all limited liability company interests in Master LLC for cancellation pursuant to the LLC Merger and a duly executed stock power of Holdco 1, effecting the Medifax Contribution; and

          (g) affidavits of non-foreign status duly executed by each Parent Member in a form that is in compliance with Section 1445 and the Regulations promulgated thereunder and reasonably satisfactory to the Purchaser and IRS Forms W-9 duly executed by each Parent Member.

          Section 2.12 Closing Deliveries by the Purchaser and its Affiliates . (a) At the Closing, Merger LLC (or the Surviving LLC) shall deliver, or the Purchaser shall cause to be delivered, to Holdco 1 and Holdco 2 their respective pro rata portions of the LLC Cash Merger Consideration as provided in Section 2.08(b) and adjusted pursuant to Section 2.13.

          (b) At the Closing, the Purchaser shall deliver to Parent:

          (i) counterparts of the LLC Agreement duly executed by the Purchaser;

          (ii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors or members of the Purchaser, Merger LLC and Merger Co evidencing their authorization of the execution and delivery of this Agreement and, as applicable, the LLC Agreement and the consummation of the transactions contemplated hereby and thereby;

          (iii) certified copies of the certificates of incorporation, certificates of formation, bylaws or other applicable organizational documents of the Purchaser, Merger LLC and Merger Co; and

          (iv) a certificate of a duly authorized executive officer of the Purchaser certifying as to the matters set forth in Section 8.01(a) and Section 8.01(b).

          Section 2.13 Estimate of Closing Net Working Capital . The LLC Cash Merger Consideration shall be subject to adjustment prior to the Closing, as specified in this Section 2.13:

          (a) Estimated Statement . Not fewer than ten days prior to the Closing Date, Parent shall prepare and deliver to the Purchaser a statement with reasonable supporting detail (the “ Estimated Statement of Closing Net Working Capital ”) setting forth Parent’s good faith estimate of Net Working Capital of the Companies as of the Closing Date (the “ Estimated Closing Net Working Capital ”), giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance as provided in Section 2.15(b)), including the actions described in Section 2.10 and to the extent any Indebtedness of the Companies that exists prior to the Closing would remain outstanding following the Closing, other than the Medifax Note, such Indebtedness shall be reflected on the Estimated Statement of Closing Net Working Capital.

          (b) The Estimated Statement of Closing Net Working Capital shall reflect Parent’s good faith estimate of the amount of each line item thereon determined on a basis in accordance with the provisions of Section 2.13(a) and shall be substantially in the form of the illustrative Net Working Capital calculation set forth in Exhibit 2.14(a)(ii).

          (c) Pre-Closing Adjustment of LLC Cash Merger Consideration . The LLC Cash Merger Consideration shall be adjusted prior to the Closing as follows:

          (i) If the Estimated Closing Net Working Capital exceeds the Target Working Capital by more than $2.5 million, then the LLC Cash Merger Consideration to be paid at the Closing shall be adjusted upward in an amount equal to the excess of the Estimated Closing Net Working Capital over the Target Net Working Capital.

          (ii) If the Estimated Closing Net Working Capital is less than the Target Net Working Capital by more than $2.5 million, then the LLC Cash Merger Consideration to be paid at the Closing shall be adjusted downward in an amount equal to the difference of the Estimated Closing Net Working Capital less the Target Net Working Capital.

          (iii) If the Estimated Closing Net Working Capital is not more than $2.5 million greater or lesser than the Target Net Working Capital, there shall be no adjustment to the LLC Merger Cash Consideration pursuant to this Section 2.13.

          Section 2.14 Post-Closing Adjustment of LLC Cash Merger Consideration . The LLC Cash Merger Consideration shall be subject to adjustment after the Closing as specified in this Section 2.14:

          (a) Closing Balance Sheet . (i) The Purchaser shall prepare (with the assistance of Master LLC) and deliver to Parent within 60 days following the Closing Date:

          (A) an unaudited consolidated balance sheet of the Companies dated as of the Closing Date (the “ Closing Balance Sheet ”), and giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance in Section 2.15(b)), including the actions described in Section 2.10, consistent with the Year End Audited Balance Sheet and prepared in accordance with Section 2.14(a)(ii), except for the absence of footnotes and other items that are not typically included in an unaudited balance sheet; and

          (B) a statement (the “ Closing Net Working Capital Statement ”) setting forth the Net Working Capital of the Companies as of the Closing Date (the “ Closing Net Working Capital ”), prepared in accordance with Section 2.14(a)(ii) and giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance in Section 2.15(b)), including the actions described in Section 2.10.

          (ii) The Closing Balance Sheet and the Closing Net Working Capital Statement shall be prepared on a basis in accordance with the provisions of Section 2.14(a)(i)(B) and shall be prepared substantially in the form of the illustrative Net Working Capital calculation set forth in Exhibit 2.14(a)(ii).

          (iii) The Purchaser and Parent hereby acknowledge that, notwithstanding the provisions of Section 2.10(a) and Section 2.10(b): (A) all Cash (other than the Minimum Cash Balance) of the Companies that existed prior to the Closing and that remain immediately after the Closing shall be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet; and (B) to the extent that any Indebtedness of the Companies that existed prior to the Closing remains outstanding immediately after the Closing (after giving effect to the Medifax Contribution), other than the Medifax Note, such Indebtedness shall be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet.

          (b) Disputes . (i) Parent and its representatives shall be given timely access to all supporting documents and work papers used in the preparation of the Closing Net Working Capital Statement and the Closing Balance Sheet and such Books and Records, facilities and

employees of the Companies and Master LLC as it may reasonably request, in connection with its review of the Closing Net Working Capital Statement and the Closing Balance Sheet.

          (ii) Parent may dispute any amounts reflected on the Closing Net Working Capital Statement or the Closing Balance Sheet. If Parent elects to dispute any such amount, Parent shall notify the Purchaser in writing of each disputed item on the Closing Net Working Capital Statement, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 45 days of the Purchaser’s delivery of the Closing Balance Sheet and the Closing Net Working Capital Statement under Section 2.14(a)(i) to Parent, with any amount not so disputed being final and binding on the parties in accordance with Section 2.14(c). In the event of such a dispute, Parent and the Purchaser shall attempt to reconcile their differences. If Parent and the Purchaser are unable to reach a resolution within 30 days after receipt by the Purchaser of Parent’s written notice of dispute, Parent and the Purchaser shall submit the items remaining in dispute for resolution to Deloitte & Touche LLP (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of the Purchaser and Parent, to another independent accounting firm of international reputation mutually acceptable to Parent and the Purchaser) (either Deloitte & Touche LLP or such other accounting firm being referred to herein as the “ Independent Accounting Firm ”), which shall, as soon as practicable after such submission, determine and report to Parent and the Purchaser upon such remaining disputed items, and such report shall be final and binding on Parent and the Purchaser. The Independent Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. If the Independent Accounting Firm resolves all disputes presented to it entirely in the manner proposed by Parent or the Purchaser, as the case may be, the fees and expenses of the Independent Accounting Firm relating to the resolution of such dispute shall be paid by the other party. In all other events, the fees and expenses of the Independent Accounting Firm shall be shared based on the difference between Parent’s position, on the one hand, and the Purchaser’s position, on the other hand, initially presented to the Independent Accounting Firm (based on the aggregate of all differences taken as a whole) and the final resolution as determined by the Independent Accounting Firm in proportion to the total difference between Parent’s and the Purchaser’s initial positions.

          (c) Post-Closing Adjustment Payments . The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.14 and binding on the parties upon the earliest of (i) the failure of Parent to timely notify the Purchaser of a dispute in accordance with Section 2.14(b)(ii), (ii) the resolution of all disputes by Parent and the Purchaser and (iii) the resolution of all disputes by the Independent Accounting Firm. Within two Business Days of the Closing Balance Sheet and the Closing Net Working Capital Statement being deemed final, an adjustment payment shall be made as follows, by wire transfer in immediately available funds to Holdco 1 and Holdco 2, pro rata in accordance with their respective interests in Master LLC, or to Master LLC, as applicable:

          (A) (x) If the Closing Net Working Capital exceeds the Estimated Net Working Capital, then Master LLC shall pay an amount equal to

the full amount of the excess of Closing Net Working Capital over Estimated Net Working Capital to Holdco 1 and Holdco 2, pro rata in accordance with their respective interests in Master LLC, by wire transfer of immediately available funds; provided , however , that, no such payment shall be made if the excess of Closing Net Working Capital over Target Net Working Capital is not greater than $2.5 million; or

               (y) If the Closing Net Working Capital is less than the Estimated Net Working Capital, then Holdco 1 and Holdco 2, pro rata in accordance with their respective interests in Master LLC, shall pay an amount equal to such shortfall to Master LLC by wire transfer of immediately available funds; provided , however , that if either Holdco 1 or Holdco 2 is unable or unwilling to pay such amount, Parent shall be liable for such payments and provided , further , that, no such payment shall be made if Closing Net Working Capital is not less than Target Net Working Capital by an amount greater than $2.5 million; and

          (B) (x) If an adjustment to the LLC Merger Consideration was made pursuant to Section 2.13(c)(i) and it is subsequently determined pursuant to this Section 2.14 that the Closing Net Working Capital does not exceed Target Net Working Capital by more than $2.5 million, then Holdco 1 and Holdco 2, pro rata in accordance with their respective interests in Master LLC, shall pay to Master LLC by wire transfer of immediately available funds an amount equal to the amount by which the LLC Merger Consideration was increased pursuant to Section 2.13(c)(i); provided , however , that if either Holdco 1 or Holdco 2 is unable or unwilling to pay such amount, Parent shall be liable for such payments; or

               (y) If an adjustment to the LLC Merger Consideration was made pursuant to Section 2.13(c)(ii) and it is subsequently determined pursuant to this Section 2.14 that the Closing Net Working Capital is not less than Target Net Working Capital by more than $2.5 million, then Master LLC shall pay to Parent by wire transfer of immediately available funds an amount equal to the amount by which the LLC Merger Consideration was decreased pursuant to Section 2.13(c)(ii).

          Section 2.15 Contribution of Medifax; Post-Closing Distributions .

          (a) On the Closing Date and immediately after the Corporate Merger Effective Time, (i) Medifax shall pay $190,000,000 in immediately available funds to Holdco 1 in full satisfaction of all amounts outstanding on the Medifax Note and (ii) following such payment, Holdco 1 will contribute the Medifax Shares to the Master LLC (the “ Medifax Contribution ”).

          (b) Not later than 60 days following the Closing Date, Master LLC shall pay Parent an amount equal to the Minimum Cash Balance.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF PARENT

          Except as set forth in the Disclosure Schedule, Parent hereby represents and warrants to the Purchaser as follows.

          Section 3.01 Organization, Authority and Qualification of Parent, Holdco 1, Holdco 2, Master LLC and Medifax . (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into this Agreement and the Transition Services Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent of this Agreement and the Transition Services Agreement, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been, and upon its execution the Transition Services Agreement shall have been, duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and upon its execution the Transition Services Agreement shall constitute, legal, valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy.

          (b) Holdco 1 is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into this Agreement and the LLC Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Holdco 1 of this Agreement and the LLC Agreement, the performance by Holdco 1 of its obligations hereunder and thereunder and the consummation by Holdco 1 of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Holdco 1. This Agreement has been, and upon its execution the LLC Agreement shall have been, duly executed and delivered by Holdco 1, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and upon its execution the LLC Agreement shall constitute, legal, valid and binding obligations of Holdco 1, enforceable against Holdco 1 in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy. Since its formation, Holdco 1 has conducted no business or other activities, and has incurred no Liabilities, except as contemplated by this Agreement.

          (c) Holdco 2 is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all necessary corporate power and authority to enter into this Agreement and the LLC Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Prior to the Closing, Holdco 2 shall have executed a counterpart to this Agreement agreeing to be

bound by all of the provisions of this Agreement, in form and substance reasonably satisfactory to the Purchaser. As of the Closing, the execution and delivery by Holdco 2 of this Agreement and the LLC Agreement, the performance by Holdco 2 of its obligations hereunder and thereunder and the consummation by Holdco 2 of the transactions contemplated hereby and thereby shall have been duly authorized by all requisite corporate or other action on the part of Holdco 2. As of the Closing and upon its execution each of this Agreement and the LLC Agreement shall have been duly executed and delivered by Holdco 2, and as of the Closing (assuming due authorization, execution and delivery by the other parties thereto) and upon its execution each of this Agreement and the LLC Agreement shall constitute a legal, valid and binding obligation of Holdco 2, enforceable against Holdco 2 in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy.

          (d) Master LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to enter into this Agreement and the Transition Services Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Master LLC of this Agreement and the Transition Services Agreement, the performance by Master LLC of its obligations hereunder and thereunder and the consummation by Master LLC of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Master LLC. This Agreement has been, and upon its execution the Transition Services Agreement shall have been, duly executed and delivered by Master LLC, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and upon its execution the Transition Services Agreement shall constitute, legal, valid and binding obligations of Master LLC, enforceable against Master LLC in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy. Parent, the sole stockholder of Holdco 1 and Holdco 1, the sole member of Master LLC as of the date hereof, have approved the LLC Merger and this Agreement. No other member action on the part of Master LLC is or will be necessary to approve the LLC Merger. Since its formation, Master LLC has incurred no Liabilities and has no assets or operations, except as contemplated by this Agreement.

          (e) Medifax is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Medifax of this Agreement, the performance by Medifax of its obligations hereunder and the consummation by Medifax of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Medifax. This Agreement has been duly executed and delivered by Medifax, and (assuming due authorization, execution and delivery by the other party thereto) this Agreement constitutes a legal, valid and binding obligation of Medifax, enforceable against Medifax in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy. The board of directors of

Medifax has approved this Agreement, the Corporate Merger and the other transactions contemplated by this Agreement, has determined that the Corporate Merger is fair to and in the best interests of Medifax and has recommended that the sole stockholder of Medifax adopt this Agreement. Other than the stockholder approval contemplated by Section 5.16, no other stockholder action on the part of Medifax is or will be necessary to approve the Corporate Merger.

          Section 3.02 Organization, Authority and Qualification of Envoy and MedE . (a) Each of Envoy and MedE (i) is, as of the date of this Agreement, a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) will be, after the consummation of the Reorganization and as of the Closing, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Envoy and MedE has all necessary corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as currently conducted. True and correct copies of the certificate of incorporation and bylaws of each of Envoy and MedE have been made available by Parent to the Purchaser.

          (b) Each of Envoy and MedE is duly licensed or qualified and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (i) materially and adversely affect the ability of the Companies to operate their respective businesses or own or lease properties in such jurisdictions, (ii) materially and adversely affect the ability of Parent, Holdco 1, Holdco 2 or Master LLC to carry out their respective obligations under, and to consummate the transactions contemplated by, this Agreement, the Transition Service Agreement and the LLC Agreement, or (iii) otherwise have a Material Adverse Effect.

          Section 3.03 Capitalization; Ownership of Shares . (a) The authorized limited liability company interests of Master LLC consist of 50 Units. As of the date of this Agreement, all the outstanding limited liability company interests of Master LLC are held by Holdco 1 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLC.

          (b) The authorized capital stock of Medifax consists of 100 shares of common stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 shares of the common stock of Medifax are and will be issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either

Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1, and (C) on the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned of record by Master LLC, in each case, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b) of the Disclosure Schedule.

          (c) As of the date of this Agreement, the authorized capital stock of Envoy consists of 1,000 shares of common stock. As of the date of this Agreement, 100 shares of Envoy common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in 3.03(c) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy Shares or obligating either Parent or Envoy (or their Affiliates) to issue or sell any shares of Envoy common stock, or any other interest in, Envoy. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the Envoy Shares constitute all the issued and outstanding capital stock of Envoy and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(c) of the Disclosure Schedule.

          (d) As of the date of this Agreement, the authorized capital stock of MedE consists of 100 shares of common stock. As of the date of this Agreement, 100 shares of MedE common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in Section 3.03(d) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE Shares or obligating either Parent or MedE (or their Affiliates) to issue or sell any shares of MedE common stock, or any other interest in, MedE. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the MedE Shares constitute all the issued and outstanding capital stock of MedE and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which no representation or warranty is made, or (ii) set forth in Section 3.03(d) of the Disclosure Schedule.

          (e) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of Envoy will be validly issued, fully paid and non-assessable, held by Master LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(e) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy interests or obligating Parent or Envoy (or their Affiliates) to issue or sell any interests in Envoy.

          (f) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of MedE will be

validly issued, fully paid and non-assessable, held by Master LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(f) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE interests or obligating Parent or MedE (or their Affiliates) to issue or sell any interests in MedE.

          Section 3.04 Subsidiaries . Section 3.04 of the Disclosure Schedule sets forth all of Envoy’s (other than ViPS and its Subsidiaries) and MedE’s direct and indirect Subsidiaries as of the date of this Agreement and as of the Closing, listing for each subsidiary, its name and its jurisdiction of incorporation, its authorized capital stock or other ownership interests and the number of issued and outstanding shares or other ownership interest. Other than with respect to such Subsidiaries and except as set forth in Section 3.04 of the Disclosure Schedule, neither Envoy nor MedE own, directly or indirectly, any capital stock or other ownership interests of any Person. Except as set forth in Section 3.04 of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, all of the issued and outstanding shares or other ownership interests of each of the Subsidiaries listed in Section 3.04 of the Disclosure Schedule have been duly authorized and validly issued and are fully paid and nonassessable and, at the Closing, all such issued and outstanding shares or other ownership interests will be owned directly or indirectly by Envoy or MedE, as the case may be, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.04 of the Disclosure Schedule. Except as set forth in Section 3.04 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock or other ownership interests of any of the Subsidiaries listed in Section 3.04 of the Disclosure Schedule or obligating either Parent or any such Subsidiary (or their Affiliates) to issue or sell any capital stock or other ownership interests in any such Subsidiary. Except as set forth in Section 3.04 of the Disclosure Schedule, as of the Closing, all of the Companies will be direct or indirect wholly-owned Subsidiaries of Master LLC and Master LLC will own no direct or indirect equity interests in any Person other than the Subsidiaries.

          Section 3.05 No Conflict . Assuming that all consents, approvals, authorizations and other actions described in Section 3.06 have been obtained, all filings and notifications listed in Section 3.06 of the Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to the Purchaser or any of its Affiliates, the execution, delivery and performance by Parent, Holdco 1, Holdco 2, Master LLC and Medifax of, as applicable, this Agreement, the Transition Services Agreement and the LLC Agreement do not and will not (i) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of Parent, Holdco 1, Holdco 2, Master LLC or any Company, (ii) conflict with or violate any Law or Governmental Order applicable to Parent, Holdco 1, Holdco 2, Master LLC or any Company, or (iii) except as set forth in Section 3.05 of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) or require any consent or notice under, any Material Contract except, in the case of clauses (ii) and (iii), as would not (A) materially and adversely affect the ability of Parent, Holdco 1, Holdco 2, Master LLC or Medifax to carry out their respective obligations under, and to consummate the transactions contemplated by, as

applicable, this Agreement, the Transition Services Agreement and the LLC Agreement or (B) otherwise have a Material Adverse Effect.

          Section 3.06 Governmental Consents and Approvals . The execution, delivery and performance by Parent, Holdco 1, Holdco 2, Master LLC and Medifax of, as applicable, this Agreement, the Transition Services Agreement and the LLC Agreement do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) as described in Section 3.06 of the Disclosure Schedule, (ii) the premerger notification and waiting period requirements of the HSR Act, (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by Parent, Holdco 1, Holdco 2, Master LLC or Medifax of the transactions contemplated by this Agreement and, as applicable, the Transition Services Agreement and the LLC Agreement or would not have a Material Adverse Effect, or (iv) as may be necessary as a result of any facts or circumstances solely relating to the Purchaser or any of its Affiliates.

          Section 3.07 Financial Information . (a) Set forth in Section 3.07(a) of the Disclosure Schedule are the following financial statements: (i) the audited combined consolidated balance sheet of the Companies as of December 31, 2005 (the “ Year End Audited Balance Sheet ”) and the related audited combined consolidated statements of income and cash flows of the Companies for the fiscal year ended December 31, 2005 (collectively, the “ Year End Audited Financial Statements ”) and (ii) the unaudited combined consolidated balance sheet of the Companies as of June 30, 2006, and the related unaudited combined consolidated statements of income and cash flows of the Companies for the six-month period ended June 30, 2006 (the “ Six-Month Unaudited Financial Statements ”).

          (b) Except as set forth in Section 3.07(b) of the Disclosure Schedule, the Year End Audited Financial Statements and the Six-Month Unaudited Financial Statements fairly present, in all material respects, the combined consolidated financial position, results of operations and cash flows of the Companies as of each date and for the periods covered thereby in accordance with GAAP, applied on a consistent basis; provided , that the Six-Month Unaudited Financial Statements lack (i) footnotes and other presentation items associated with audited financial statements, and (ii) updates to the Deferred Tax Accounts amounts included in the Six-Month Unaudited Financial Statements. All of the Companies and their Subsidiaries are combined or consolidated for accounting purposes.

          Section 3.08 Absence of Undisclosed Material Liabilities . There are no Liabilities of the Companies of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (i) reflected on, or reserved against in, the Year End Audited Balance Sheet, (ii) set forth in Section 3.08 of the Disclosure Schedule, (iii) incurred since the Reference Statement Date in the ordinary course of business of the Companies, (iv) arising in connection with the matters set forth in paragraphs 2, 5, 6, 7, 8 and 9 of Exhibit 5.01 or (v) which would not have a Material Adverse Effect.

          Section 3.09 Conduct in the Ordinary Course . Except as set forth in Section 3.09 of the Disclosure Schedule, from the Reference Statement Date and through the date of this Agreement, each Company has not:

          (a) (i) issued, sold or redeemed any capital stock or other ownership interests, notes, bonds or other securities of the Companies (or any option, warrant or other right to acquire the same), (ii) declared, made or paid any dividends or distributions to the holders of capital stock or other equity securities, of any Company, as the case may be, other than dividends, distributions and redemptions declared, made or paid by any Company solely to another Company or (iii) split, combined or reclassified any capital stock of the Companies;

          (b) amended or restated the certificate of incorporation or bylaws (or similar organizational documents) of a Company, as the case may be;

          (c) granted, adopted or announced (i) any increase in, or acceleration of payment or vesting of, the salaries, bonuses or other compensation or benefits, or (ii) any new bonus or other compensation or benefits payable by such Company, as the case may be, to any of the current or former employees, officers, individual consultants or directors of any Company other than (x) as required by Law, (y) pursuant to any Plans, or (z) solely with respect to employees who are not employees of any Company with current annual salaries in excess of $150,000, in the ordinary course of business consistent with the past practices of such Company (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be;

          (d) except in the ordinary course of business, (i) incurred any Indebtedness for borrowed money (other than Indebtedness to Parent or to another Company), (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any indebtedness of any Person (other than Indebtedness of another Company), in the case of (i), (ii) and (iii) above, in an aggregate amount exceeding $2,000,000;

          (e) made any acquisition (by merger, consolidation, or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof for consideration in excess of $2,000,000 in the aggregate;

          (f) except in the ordinary course of business, created any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $2,000,000;

          (g) sold, assigned or transferred any of their tangible assets except in the ordinary course of business and except for any such assets having an aggregate value of less than $2,000,000;

          (h) disposed of, granted, abandoned or permitted to lapse any Intellectual Property except in the ordinary course of business consistent with past practice (including sales to customers);

          (i) made any material change in any method of accounting or accounting practice or policy used by a Company, as the case may be, other than such changes required by GAAP or by Law;

          (j) waived any material rights of value under any Material Contracts, other than in the ordinary course of business consistent with past practice;

          (k) purchased, sold or entered into any contract to purchase or sell any real property;

          (l) incurred any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Companies;

          (m) suffered any Material Adverse Effect; or

          (n) agreed to take any of the actions specified in Sections 3.09 (a)-(k), except as contemplated by this Agreement and the Transition Services Agreement.

          Section 3.10 Litigation . Except as set forth in Section 3.10 of the Disclosure Schedule and other than Actions arising after the date of this Agreement in the ordinary course of business of the Companies, there is no Action by or against the Companies pending, or to the Knowledge of Parent threatened, that would, if adversely determined, have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement, the Transition Services Agreement, the LLC Agreement or the consummation of the transactions contemplated hereby or thereby.

          Section 3.11 Compliance with Laws . Except as set forth in Section 3.11 of the Disclosure Schedule or as would not (i) materially and adversely affect the ability of Parent and the Companies to operate their respective businesses, (ii) materially and adversely affect the ability of Parent, Holdco 1, Holdco 2, Master LLC or Medifax to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Transition Services Agreement and the LLC Agreement, or (iii) otherwise have a Material Adverse Effect, none of the Companies is in violation of any Laws (including without limitation all applicable federal and state health care-related Laws), Governmental Orders or permits or licenses applicable to the Companies.

          Section 3.12 Environmental Matters . (a) Except as set forth in Section 3.12 of the Disclosure Schedule, or as would not, individually or in the aggregate, have a Material Adverse Effect:

          (i) there are, with respect to the Companies and the Leased Real Property, no violations of any applicable Environmental Laws or Environmental Permits;

          (ii) there is no Environmental Claim pending or, to Parent’s Knowledge, threatened against any of the Companies or against any Person whose liability for any Environmental Claim any of the Companies has retained or assumed either contractually or by operation of law, other than Environmental Claims arising after the date of this Agreement in the ordinary course of business of the Companies;

          (iii) to the actual knowledge of Parent (without independent inquiry), there is no asbestos contained in or forming part of any space in any Leased Real Property except as is in full compliance with all applicable Laws and, with respect thereto, none of the Companies has caused or exacerbated the release of any asbestos at, within or from any such location, and no polychlorinated biphenyls (PCBs) or PCB–containing items are used or stored at any Leased Real Property;

          (iv) neither Parent nor any of the Companies are required by virtue of the transactions contemplated by this Agreement or as a condition to the effectiveness of any transactions contemplated hereby, to (A) perform a site assessment for Hazardous Substances, (B) remove or remediate Hazardous Substances, (C) give notice to or receive approval from any Governmental Authority regarding any environmental matter, or (D) record or deliver to any Person any disclosure document or statement pertaining to environmental matters.

          (v) Parent has delivered or made available to the Purchaser true, correct and complete copies of all environmental investigations, studies, audits, reports, tests, reviews or other analyses conducted by or on behalf of Parent or any of the Companies concerning the condition of any Leased Real Property or any material violation of Environmental Laws or Hazardous Substance contamination with respect to the Leased Real Property to the extent such documents are in the possession or control of Parent.

          (b) None of the representations and warranties in this Agreement other than those contained in this Section 3.12 shall address matters involving Environmental Laws, Environmental Permits, Hazardous Substances or other environmental matters.

          Section 3.13 Intellectual Property .

          (a) Section 3.13(a) of the Disclosure Schedule lists as of the date of this Agreement all registered Intellectual Property and applications for registered Intellectual Property owned by or exclusively licensed to any of the Companies. Except as set forth in Section 3.13(a) of the Disclosure Schedule, or as would not, individually or in the aggregate, have a Material Adverse Effect, all such registrations, issuances, filings and applications for Company Intellectual Property are valid, subsisting, in full force and effect, and have not been or are not, as applicable, cancelled, expired, abandoned or otherwise terminated.

          (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, or as would not, individually or in the aggregate, have a Material Adverse Effect, (i) to the Knowledge of Parent, the operation of the Companies as presently conducted does not infringe or misappropriate the Intellectual Property of any third party, (ii) to the Actual Knowledge of Parent, the operation of the Companies as presently conducted does not infringe or misappropriate the intellectual property of any third party, (iii) the Companies have not received in the past three years any written notice of any actual, alleged, possible or potential infringement or misappropriation of any Intellectual Property of any third party relating to the Companies and (iv) other than Actions arising after the date of this Agreement in the ordinary course of the business of the Companies, there is no Action pending or, to the Knowledge of Parent, threatened by any third party against the Companies that challenges the legality, validity, enforceability, use or ownership of any Intellectual Property listed in Section 3.13(a) of the Disclosure Schedule or alleges a claim of infringement, dilution or misappropriation of any Intellectual Property of any third party.

          (c) Except as set forth in Section 3.13(c) of the Disclosure Schedule, or as would not, individually or in the aggregate, have a Material Adverse Effect, (i) to the Knowledge

of Parent, there is no unauthorized use, disclosure, infringement, or misappropriation of any material Intellectual Property owned by or exclusively licensed to the Companies by any third party, including any employee or former employee of the Companies and (ii) the Companies have not brought an Action in the three years prior to the date of this Agreement alleging infringement or misappropriation of any material Intellectual Property owned by or licensed to the Companies or breach of any license or agreement involving such material Intellectual Property against any third party.

          (d) Each of the Companies has taken commercially reasonable measures to maintain and protect the Company Intellectual Property that is owned by any of the Companies, which measures include entering into appropriate confidentiality agreements where commercially reasonable to protect the trade secrets and confidential information of the Companies.

          (e) To the Knowledge of Parent, the “Transform” software product performs in substantial conformance with its documentation and does not contain any Unauthorized Code. Except as set forth in Section 3.13(e) of the Disclosure Schedule, to the Knowledge of Parent, the “Transform” software product does not contain, and is not distributed with, any “open source” code in any manner which would make such software product subject to the terms of any provision of any related “open source” license which would require that the licensee (A) provide sublicensees with access to the source code of the third-party software component and any derivative works thereof, and/or (B) provide for further royalty-free distribution of the third-party software component and any derivative works thereof by sublicensees.

          (f) To the Knowledge of Parent, during the five years prior to the date of this Agreement, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure or delivery by any Company or any Person acting on its behalf to any Person (other than a Company) of any source code for the “Transform” software product, and there has not been a release from escrow of any source code for the “Transform” software product to any third party (other than deposits of source code with escrow agents pursuant to escrow agreements in the ordinary course of business consistent with past practices, which deposits have not been released from escrow). The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a release from escrow of any source code for the “Transform” software product or the grant of additional rights to a Person (other than Master LLC in connection with the transactions contemplated hereby) with regard to such source code.

          (g) Except as set forth in Section 3.13(g) of the Disclosure Schedule, the transactions contemplated hereby (including assignment by operation of law of any contract) will not result in: (A) the granting by any Company of any rights or licenses to any Company Intellectual Property to any third party (including any covenant not to sue with respect to any Company Intellectual Property); or (B) Master LLC or any of its Companies being bound by any non-compete, license, or other material restriction on the operation of the business of the Companies.

          (h) Excluding the effect of the Company Contracts and Shared Contracts, and taking into account the Transition Services Agreement, there are no express licenses of trade

secrets or registered Intellectual Property and, to the Knowledge of Parent, no implied licenses of the foregoing that will be terminated pursuant to Section 5.14 (b)(i).

          Section 3.14 Real Property . (a) The Companies do not own any real property.

          (b) Section 3.14(b) of the Disclosure Schedule sets forth as of the date of this Agreement a true, correct and complete list of all leases, subleases and all material amendments for each such parcel of Leased Real Property (collectively the “Leases”), which schedule sets forth the date of and parties to each Lease and the address of Leased Real Property covered thereby. Parent has made available to the Purchaser copies of all Leases that are true, correct and complete in all material respects. Except as set forth in Section 3.14(b) of the Disclosure Schedule or as would not have a Material Adverse Effect (i) each Lease is in full force and effect, (ii) the transactions contemplated by this Agreement will not result in a breach of or default under any Lease, and will not otherwise cause any Lease to cease to be in full force and effect on identical terms following the Closing, and (iii) there are no material defaults under any Lease by the Company party thereto and to Parent’s Knowledge there are no material defaults under any Lease by the counterparty thereto.

          Section 3.15 Employee Benefits Matters . (a) Section 3.15(a) of the Disclosure Schedule sets forth a true, complete and correct list, as of the date of this Agreement, of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, or other material benefit plans or programs, and with respect to those employees of a Company whose current annual salary is in excess of $100,000, all employment, termination, severance or other contracts or agreements, in each such case (x) to which a Company is a party, (y) with respect to which Parent or a Company could incur any material liability or obligation or (z) which is maintained, contributed to or sponsored by Parent or a Company for the benefit of any current or former employee, officer or director of a Company; provided , however , such list need not include any severance arrangement with respect to a former employee of a Company unless such severance obligation equals or exceeds six months of such former employee’s compensation (collectively, the “ Plans ”). Each Plan is in writing, except as set forth in Section 3.15(a) of the Disclosure Schedule, and Parent has made available to the Purchaser a copy of each written Plan. Schedule 3.15(a) also sets forth a true and complete list of the employees of a Company who have received Participation Notices under the Emdeon Business Services Change of Control Retention Plan, the Emdeon Business Services Project Bonus Plan, the Emdeon Corporation Change of Control Retention Plan, and/or the Emdeon Corporation Project Bonus Plan.

          (b) Except as set forth in Section 3.15(b) of the Disclosure Schedule, each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. Each of Parent and the Companies has performed all material obligations required to be performed by it under, is not in any material respect in default under or in material violation of, and to the Knowledge of Parent, no other party to any Plan is in material default or violation of any Plan. No Action is pending or, to the Knowledge of Parent, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of Parent, no fact or event exists that could give rise to any such Action. Except as set forth in

Section 3.15(b) of the Disclosure Schedule, no Plan provides medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for continuation coverage as required by Section 4980B of the Code or by applicable state insurance laws.

          (c) Each Plan that is intended to be qualified under Section 401(a) of the Code has timely received, or timely applied for, a favorable determination letter, opinion letter or advisory letter from the IRS covering all of the provisions applicable to the Plan for which determination letters, opinion letters or advisory letters (as applicable) are currently available that the Plan is so qualified and has been timely amended to reflect all applicable changes in the qualification requirements under Section 401(a) of the Code as to which the time for amending has lapsed, and, to the Knowledge of Parent, no fact or event has occurred since the date of such determination letter, opinion letter or advisory letter (as applicable) or letters from the IRS to adversely affect the qualified status of any such Plan, except as set forth in Section 3.15(c) of the Disclosure Schedule.

          (d) To the Knowledge of Parent, there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan that would reasonably be expected to subject any Company to any material tax or penalty imposed by Section 502 of ERISA or Section 4975 of the Code.

          (e) Neither Parent nor any of the Companies, nor any other entity which, together with Parent or any of the Companies would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code (an “ ERISA Affiliate ”) contributes to or has in the past six years sponsored, maintained, contributed to or had any liability in respect of