Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

Ebix, Inc.,

Infinity Systems Consulting, Inc

and

the Shareholders of

Infinity Systems Consulting, Inc.

dated effective as of May 1, 2006

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement” ), is dated effective as of May 1, 2006 (regardless of the actual date of execution hereof), by and among Ebix, Inc., a Delaware corporation (“ Purchaser” ), Infinity Systems Consulting, Inc, a Delaware corporation (the “ Company ”), Christine M. Denham, an individual (“ Chris” ), Kathryn Steding Cay, an individual (“ Kathryn” ), and John Schmitt, an individual (“ John” ) (Chris, Kathryn and John are each sometimes referred to herein as a “ Shareholder ” and collectively as the “ Shareholders ”).

RECITALS

A.            The Company is engaged in the business of developing, marketing, licensing, selling and maintaining insurance software applications (the “ Business” ).

B.            The Shareholders collectively own all of the outstanding shares of all classes of capital stock of the Company, in the respective amounts and percentages set forth on Schedule A attached hereto (such shares being referred to herein as the “ Shares” ).

C.            The Company desires to sell, and Purchaser desires to purchase, substantially all of the assets of the Company used in connection with the Business, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENTS

In consideration of the mutual covenants of the Parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this Article 1 .

“ Affiliate” means, with respect to any Person, any other Person:  (i) which owns, directly or indirectly, more than ten percent (10%) of the voting or economic interests in such Person; (ii) in which such Person owns, directly or indirectly, more than ten percent (10%) of the voting or economic interests; or (iii) in which more than ten percent (10%) of the voting or economic interests are owned, directly or indirectly, by a Person who has a relationship with such Person described in clause (i) or (ii) above.  In addition, any Person who is a stockholder, director or executive officer of the Company shall be deemed an “Affiliate” thereof.

“ Assumed Liabilities ” shall mean:

(i)                                      Lease Obligations .  All obligations of Company under the Personal Property Leases and Real Estate Leases arising or to be performed on or after the Closing Date (but specifically excluding liabilities for breaches of any of the Personal Property Leases or Real Estate Leases by Company, whether occurring as a result of the transactions contemplated by this Agreement or otherwise, and provided that as to any Personal Property Leases and Real Estate Leases which require consent of the other party thereto for assignment to and assumption by Purchaser such assignment and assumption shall be contingent upon Company obtaining the requisite consent of the other party); and

(ii)                                   Obligations under Contracts and Licenses .  All obligations of Company under the Business Contracts and Business Licenses set forth on Schedule 2.1(a)  arising or to be performed on or after the Closing Date, including but not limited to the warranty obligations described on Schedule 6.22, but excluding (i) any such obligations arising and to be performed prior to the Closing Date, and (ii) any such obligations arising out of or resulting from breaches of or defaults under any Business Contract or Business License prior to or as a result of Closing.

“ Books and Records” means all books and records of the Company, including, but not limited to, those used or held for use in the conduct of the Business or otherwise relating to the Purchased Assets and all records, files, papers, sales and purchase correspondence, books of account and financial and employment records, whether in tangible or digital form.

“ Business Day” means a day other than Saturday, Sunday or a public holiday on which banks are closed under the laws of the States of Illinois or Virginia or Texas.

“ cause ” shall mean in relation to a person’s employment with Purchaser, the occurrence of any of the following: (i) such person having committed any act that constitutes fraud, dishonesty, gross malfeasance of duty, or conduct grossly inappropriate to his or her employment with the Purchaser, all of the foregoing being subject to a good faith determination of the same being made by the Chief Executive Officer and the Board of Directors of the Purchaser; (ii) such person substantially failing to perform the principal duties reasonably expected of him or her in the ordinary course of business of the Purchaser for a period greater than 15 days and such failure to perform is not cured within 15 days after the date that the Chief Executive Officer of the Purchaser provides written notice to such person of the good faith determination that such a failure exists, or (iii) after the date of this Agreement, such person having been incarcerated for a period of at least 20 days as a result of his or her being convicted of, or pleading nolo contendere to, a felony.

“ Code” means the Internal Revenue Code of 1986, as amended.

“ Contracts” means any agreements, contracts, commitments, purchase orders, licenses and leases, whether written or oral, to which the Company is a party or by which Company is bound.

“ Employee Benefit Plan” means any (A) any “employee welfare benefit plan”, as defined in Section 3(1) of ERISA, (B) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, or (C) any other plan, policy, program, arrangement or agreement which provides employee benefits or benefits, including, but not limited to, any severance agreement or plan, deferred compensation plan, personnel policy, vacation time, holiday pay, tuition reimbursement program, service award, moving expense reimbursement programs, tool allowance, safety equipment allowance, material fringe benefit plan or program, bonus or incentive plan, equity appreciation, stock option, restricted stock, stock bonus or deferred bonus plan, salary reduction, change-of-control or employment agreement or consulting agreement, whether written or unwritten, maintained or contributed to by the Company or under which the Company has any obligation or liability to any current or former employee, dependent, beneficiary, director, independent contractor or like person.

“ Environmental and Safety Requirement” means any Law that is related to (i) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment, (ii) the Release or threatened Release of any Hazardous Material, or (iii) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material; and includes the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6091 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), and the Clean Water Act (33 U.S.C. § 7401 et seq .).

“ ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ Excluded Asset s” shall mean the following assets and properties of Company:

(i)                                      Personal Use Assets .   All assets that the parties hereto mutually agree are considered any Shareholder’s personal use items and are listed in Schedule 2.1(c) ;

(ii)                                   Cash .  All cash, commercial paper, certificates of deposit and other bank deposits, treasury bills and other cash equivalents held by Company;

(iii)                                Tax Refunds .  All refunds or credits, if any, of Taxes due to or from Company;

(iv)                               Deposits .  All deposits (including security deposits) deposited by or on behalf of Company as lessee or sublessee, or any prepaid expenses made by Company, under any Personal Property Lease, Business Contract, Business License or otherwise;

(v)                                  Accounts Receivable .  All trade accounts receivable and all notes, bonds and other evidences of indebtedness relating to, and rights to receive payments arising

out of, sales occurring in the conduct of the Business prior to the Closing Date (the “ Accounts Receivable ”), but excluding specifically any receivables relating to the cost-sharing arrangement with Jewelers Mutual described on Schedule 6.12;

(vi)                               Insurance Policies .  All insurance policies of the Company;

(vii)                            Corporate Records .  The minute books, stock transfer books, corporate seal and corporate name of Company; and

(viii)                         Certain Contracts .  Employee benefits plans of the Company and those Contracts listed on Schedule 2.1(c).

“ GAAP” means U.S. generally accepted accounting principles consistently applied.

“ Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city or other political subdivision.

“ Hazardous Material” means (i) hazardous substances, as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. ; (ii) hazardous wastes, as defined by the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. ; (iii) petroleum, including without limitation, crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (iv) radioactive material, including, without limitation, any source, special nuclear, or by-product material as defined in 42 U.S.C. §2011 et seq. ; (v) asbestos that is friable or reasonably likely to become friable; (vi) polychlorinated biphenyls; (vii) microbial matter, biological toxins, mycotoxins, mold or mold spores; and (viii) other material, substance or waste to which liability or standards of conduct may be imposed under any applicable Environmental and Safety Requirements.

“ Indebtedness” means with respect to any Person (i) all obligations of such Person for borrowed money, whether current or funded, secured or unsecured, (ii) all obligations of such Person for the deferred purchase price of any property or services (other than trade accounts payable arising in the ordinary course of the business of such Person), (iii) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the lender under such agreement in the event of a default may be limited to repossession or sale of such property), (iv) all obligations of such Person secured by a purchase money mortgage or other lien to secure all or part of the purchase price of property subject to such mortgage or lien, (v) any obligation of such Person in respect of bankers’ acceptances or letters of credit, (vi) any obligations secured by liens on property acquired by such Person, whether or not such obligations were assumed by such Person at the time of acquisition of such property, and (vii) all obligations of a type

referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above which is directly or indirectly guaranteed by such Person or which it has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a credit against loss.

“ Intellectual Property” means all intellectual property and other proprietary rights and information of the Company, including but not limited to all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); all trademarks, service marks, trade dress and trade names, including, without limitation, the name “Infinity”; all registered and unregistered statutory and common law copyrights; all registrations, applications and renewals for any of the foregoing; all trade secrets, confidential information, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans; cost and pricing information, all supplier lists and related information; all domain names and web sites; sales data and plans; all customer accounts, lists, files, programs, plans, data and related information.

“ Infinity Software ” means that portion of the Company’s Intellectual Property consisting of the software applications developed, marketed and distributed as of the Closing that is commonly referred to as the “Infinity Software”, together with the related source code, reference manuals and related documentation.

“ Law” means the common law of any state, or any provision of any foreign, federal, state or local law, statute, rule, regulation, order, decree or other decision of any court or other tribunal or governmental entity or agency legally binding on the relevant party or its properties.

“ Liabilities” means Indebtedness, liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, known, unknown, perfected, inchoate, unliquidated or otherwise, whether due or to become due).

“ Liens” means any claims, liens, charges, mortgages, deeds of trust, hypothecations, assessments, pledges, encumbrances, or security interests of any kind or nature whatsoever, except for any (a) inchoate mechanics’, carriers’, workers’ and other similar Liens arising in the ordinary course of business that are not delinquent and that in the aggregate are not material in amount and do not interfere with the present use of the assets to which they apply, (b) inchoate Liens for current Taxes and assessments, not yet due and payable, and (c) any Liens of landlords under the Real Estate Leases.

“ Party ” means individually any of Purchaser, the Company, Chris, Kathryn, or John; and “ Parties ” means collectively, Purchaser, the Company, Chris, Kathryn, and John.

“ Permits” means all permits, licenses, certifications, approvals and authorizations by or of, or registrations with, any Governmental Authority, including but not limited to, vehicle and business licenses.

“ Person” means any individual, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated association, corporation, entity or government (whether federal, state, county, city or otherwise, including, without limitation, any instrumentality, division, agency or department thereof).

“ Purchased Assets ” shall mean the assets and properties of Company used or held for use in connection with the Business, as the same shall exist on the Closing Date, including, without limitation, the following assets, but specifically excluding the Excluded Assets:

(i)                                      Inventory .  All inventories of raw materials, work-in-process, finished goods, products under research and development, demonstration equipment, office and other supplies, parts, packaging materials and other accessories related thereto which are held at, or are in transit from or to, the locations at which the Business is conducted, or located at customers’ premises on consignment, in each case, which are used or held for use by Company in the conduct of the Business, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, together with all rights of Company against suppliers of such inventories (the “ Inventory ”);

(ii)                                   Tangible Personal Property .  All equipment, machinery, furniture, fixtures and other tangible personal property (other than Inventory) used or held for use in the conduct of the Business at the locations at which the Business is conducted or at customers’ premises on consignment, or otherwise used or held for use by Company in the conduct of the Business (including but not limited to the items listed in Schedule 2.1(a) ), including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person (the “ Tangible Personal Property ”);

(iii)                                Personal Property Leases .  All leases of Tangible Personal Property used in the conduct of the Business, including without limitation those described in Schedule 2.1(a) as to which Company is the lessee or sublessee, together with any options to purchase the underlying property (the leases and subleases described above, the “ Personal Property Leases ”);

(iv)                               Business Contracts .  All Contracts (other than the Real Property Leases and Personal Property Leases) to which Company is a party and which are utilized in the conduct of the Business, including without limitation Contracts relating to suppliers, sales representatives, distributors, customers, purchase orders, licensees, licensors, marketing arrangements and manufacturing arrangements, and including without limitation the Contracts listed in  Schedule 2.1(a) (the “ Business Contracts ”), but excluding any Contract that is described as an Excluded Asset;

(v)                                  Intellectual Property Assets .  All Intellectual Property used or held for use in the conduct of the Business (including Company’s goodwill therein), including but

not limited to the items listed in Schedule 2.1(a) (the “ Intellectual Property Assets ”);

(vi)                               Licenses .  All Licenses (including applications therefor) utilized in the conduct of the Business, including but not limited to the Licenses listed in Schedule 2.1(a) (the “ Business Licenses ”);

(vii)                            Books and Records .  All Books and Records relating to the assets otherwise covered  by items (i) through (vi) above and (viii) through (x) below, and specifically excluding the minute books, stock transfer books and corporate seal of the Company;

(viii)                         Claims .  All claims, warranties, guaranties, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature, other than those relating exclusively to the Excluded Assets or the Retained Liabilities;

(ix)                                 Real Estate Leases .  The Real Estate Leases (provided that if consent of the other party thereto is required for the assignment to and assumption by the Purchaser, such assignment and assumption shall be contingent until the requisite consent is obtained by such other party); and

(x)                                    Other Assets and Properties .  All other assets and properties of Company used or held for use in connection with the Business, including goodwill, but excluding the Excluded Assets, and including specifically any receivables related to the cost-sharing arrangement with Jewelers Mutual described on Schedule 6.12 (the “ Other Assets ”).

“ Proportionate Share ” means with respect to any Shareholder, such Shareholder’s percentage ownership of the Shares of the Company as set forth opposite such Shareholder’s name on Schedule A attached hereto.

“ Real Estate Lease” means each of the leases of real property described on Schedule 2.1(a).

 “ Release” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping into the environment.

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

“ Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the ordinary voting power are, at the time as of which any determination is being made, owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“ Tax” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

“ Tax Returns” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any party or the administration of any Laws or administrative requirements relating to any Taxes.

“ Transaction Documents” means each of the agreements, documents, certificates and instruments being delivered pursuant to this Agreement.

“ Transfer Tax” means any stamp or other sales, transfer, use, value added, excise or similar transaction Tax imposed under the Laws of the United States or any state, county or municipality or other subdivision thereof, arising as a result of the consummation of any of the transactions contemplated hereby.

ARTICLE 2

TRANSACTION

2.1                                  Purchase and Sale of Purchased Assets; Liabilities Assumed and Retained .

(a)           Purchased Assets .  At the Closing, on the terms and subject to the conditions set forth in this Agreement, and in reliance on the respective representations and warranties of the Parties hereto, the Company shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase from the Company, all right, title and interest of the Company in and to the Purchased Assets, free and clear of all Liens (except for the Assumed Liabilities).

(b)           Assumed Liabilities .  In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the Assumed Liabilities as the same shall exist on the Closing Date, and no others.

(c)           Retained Liabilities .  Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Company (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the “Retained Liabilities” ), and  Company shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities.

2.2                                  Purchase Price .  The aggregate purchase price for the Purchased Assets is payable as follows:

(a)           Cash Purchase Price .  Purchaser shall pay to the Company, in cash, at Closing (which will occur on May 9, 2006, unless the Company and Purchaser mutually agree otherwise), an amount equal to $2,900,000 (the “ Cash Purchase Price” ), by wire transfer of immediately available funds.

(b)           Earn-Out .  In addition to the Cash Purchase Price, as additional consideration for the Purchased Assets, Purchaser shall pay to the Company an earn-out based on the following:

(i)            Purchaser shall pay to the Company $1.17 for every $1 of revenue in excess of $4,450,000 generated by the Infinity Division in the period (the “ Earn-Out Period ”) from the Closing Date through August 1, 2007, based on actual cash collected against invoices billed during such period (the “ Earn-Out Amount ”).  The Infinity Division will have until November 1, 2007 (the “ Earn-Out Collection Period ”) to collect such cash on invoices billed during the Earn-Out Period.  If, as of August 1, 2007 the Infinity Division has generated revenues by collecting cash in excess of $4,450,000 during the Earn-Out Period, then the Purchaser shall pay to the Company the Earn-Out Amount applicable to such revenues on or before September 15, 2007.  To the extent additional revenues are received during the Earn-Out Collection Period, the Purchaser shall then have until 45 days after the Earn-Out Collection Period to pay the remainder of the applicable Earn-Out Amount to the Company.  If the Purchaser fails to timely make the required Earn-Out Amount payment, in addition to any other rights the Company may have to pursue the Earn-Out Amount, then the Company shall have the option, upon 30 days’ written notice to the Purchaser, to require the return of the that portion of the Purchased Assets that are then in the possession of, or under the control of, the Purchaser, and upon receipt of such notice and the subsequent failure of the Purchaser to remedy such non-payment with the 30-day notice period, the Purchaser shall promptly facilitate a re-transfer of the Purchased Assets to the Company.   The Purchaser also agrees with the Company and the Shareholders that prior to the expiration of the later to expire of the date by which Purchaser must pay the Earn-Out Amount or the Supplemental Earn-Out Amount (as defined below) (the later of such dates being referred to as the “ Outside Payment Date ”) that the Purchaser shall neither sell the Infinity Software to a third party outside the ordinary course of business (for example, licenses to customers in the ordinary course of business would be permitted) or grant any exclusive licenses concerning the Infinity Software, and if, prior to the end of the Outside Payment Date, the Purchaser does either sell the Infinity Software to a third party outside the ordinary course of business or grant any exclusive licenses concerning the Infinity Software, then the maximum Earn-Out Amount (unless in such case the Earn-Out Period has then expired and the actual Earn-Out Amount owed, if any, and unpaid can be calculated, in which case such  Earn-Out Amount owed and unpaid shall be due), or any unpaid portion thereof, and the maximum Supplemental Earn-Out Amount (unless in such case the Supplemental Earn-Out

Period has then expired and the actual Supplemental Earn-Out Amount owed, if any, and unpaid can be calculated, in which case such Supplemental Earn-Out Amount owed and unpaid shall be due), or any unpaid portion thereof, shall be deemed payable to the Company as of such sale or exclusive license date, and any such sales shall be considered void until the applicable owed Earn-Out Amount and/or Supplemental Earn-Out Amount are paid.

(ii)           The Earn-Out Amount shall not exceed $4,000,000.

(iii)          If any Shareholder is terminated without cause prior to the end of the Earn-Out Period, then the terminated Shareholder’s Proportionate Share of the maximum Earn-Out Amount of $4,000,000 shall be deemed earned and shall be paid immediately to the Company upon such termination.

2.3           Supplemental Earn-Out .  The Company will be entitled to receive a supplemental earn-out payment of $500,000 (the “ Supplemental Earn-Out Amount ”), if the following condition is satisfied:  the Infinity Division achieves revenues of either (a) at least $6,000,000 between May 1, 2006 through April 30, 2007, or (b) at least $12,000,000 between May 1, 2006 through April 30, 2008 (the period from May 1, 2006 through the earliest date by which the applicable revenues are generated shall be hereinafter referred to as the “ Supplemental Earn-Out Period ”).  The Infinity Division shall have 3 months from the end of the Supplemental Earn-Out Period to collect any such receivables on invoices billed during the applicable period (the “ Supplemental Earn-Out Collection Period ”).  The Purchaser shall pay such Supplemental Earn-Out Amount, if earned, within 45 days of the end of the Supplemental Earn-Out Collection Period.

2.4                                  Closing .

(a)           Time and Place .  The transactions contemplated by this Agreement shall be consummated (the “ Closing” ) at 10:00 a.m. local time at such time and date as the parties hereto may mutually agree in writing, but no later than May 10, 2006, provided that the effective date of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities contemplated hereunder shall immediately relate back to May 1, 2006 (the “ Closing Date” ), regardless of the actual date that execution of documents occurs.  If an in-person Closing is required to facilitate the consummation of the purchase and sale of the Purchased Assets, such  Closing shall be held at the offices of counsel to Purchaser in Atlanta, Georgia, or such other location as the parties shall mutually agree.

(b)           Deliveries of the Company .  At the Closing, the Company will deliver or cause to be delivered to Purchaser the following items:

(i)            Purchased Assets and Assignment Instruments .  The Purchased Assets, together with such instruments of transfer or conveyance as may be necessary to evidence ownership of the Purchased Assets by Purchaser including, without limitation, the following:  (i) a General Assignment and Bill of Sale in form and substance reasonably acceptable to Purchaser’s counsel (the “ General

Assignment ”), duly executed by Seller, (ii) assignments of the Intellectual Property Assets in form and substance reasonably satisfactory to Purchaser’s counsel, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Purchased Assets (the General Assignment and the other instruments referred to in clauses (ii), and (iii) being collectively referred to herein as the “ Assignment Instruments ”).

(ii)           Corporate Documents .  Articles of Incorporation or Certificates of Formation, as applicable, of the Company, certified by the Secretary of State of the state of its formation as of a recent date, and the by-laws of the Company, certified by the secretary of the Company, as in effect at the Closing.

(iii)          Certificates of Good Standing .  Certificates of Good Standing, dated as of a recent date, with respect to the Company, issued by the Secretary of State of the state of its formation and by the Secretary of State of each jurisdiction in which the Company is qualified to do business as a foreign corporation.

(iv)          Resolutions .  A copy of the resolutions of the Company certified by the secretary thereof as having been duly and validly adopted and in full force and effect, authorizing the execution and delivery of the Transaction Documents to which the Company is a party and the performance of the transactions to be performed by the Company as contemplated hereby and thereby.

(vi)          Other Documents .  Such other documents and instruments as Purchaser reasonably shall deem necessary to consummate the transactions contemplated hereby.

All documents delivered to Purchaser shall be in form and substance reasonably satisfactory to Purchaser.

(c)           Deliveries of Purchaser .  At the Closing, Purchaser will deliver to the Company the following items.

(i)            Cash Purchase Price .  The Cash Purchase Price by wire transfer of immediately available funds to the Company.

(ii)           Corporate Documents .  The Certificate of Incorporation of Purchaser, certified by the Secretary of State of the State of Delaware as of a recent date, and the by-laws of the Purchaser, certified by the secretary of the Purchaser, as in effect at the Closing

(iii)          Certificates of Good Standing .  Certificates of Good Standing, as of a recent date, with respect to Purchaser issued by the Secretary of State of the state of its formation.