TAX RECEIVABLE AGREEMENT

Exhibit 10.6

Execution Copy

TAX RECEIVABLE AGREEMENT (MANAGEMENT)

among

EMDEON INC.

and

THE PERSONS NAMED HEREIN

Dated as of August 17, 2009

TABLE OF CONTENTS

TAX RECEIVABLE AGREEMENT (MANAGEMENT)

          This TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “ Agreement ”), dated as of August 17, 2009, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “ Corporate Taxpayer ”), and each of the persons from time to time party hereto.

RECITALS

          WHEREAS, the Equity Plan Members (as defined below) hold member interests (the “ Units ”) in EBS Master LLC, a Delaware limited liability company (“ EBS ”), which is classified as a partnership for United States federal income tax purposes;

          WHEREAS, the Corporate Taxpayer is the managing member of EBS, and holds and will hold, directly and/or indirectly, Units;

          WHEREAS, the Units held by the Equity Plan Members may be exchanged for cash or Class A common stock (the “ Class A Shares ”) of the Corporate Taxpayer, subject to the provisions of the LLC Agreement (as defined below);

          WHEREAS, EBS and each of its direct and indirect subsidiaries treated as a partnership for United States federal income tax purposes currently have and will have in effect an election under Section 754 of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), for each Taxable Year in which a taxable acquisition of Units by the Corporate Taxpayer or EBS from an Equity Plan Member for cash or Class A Shares (an “ Exchange ”) occurs;

          WHEREAS, the income, gain, loss, expense and other Tax (as defined below) items of the Corporate Taxpayer may be affected by (i) the Basis Adjustments (as defined below) and (ii) the Imputed Interest (as defined below); and

          WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustments and Imputed Interest on the liability for Taxes of the Corporate Taxpayer.

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

ARTICLE I

DEFINITIONS

          Section 1.1 Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

          “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

          “ Agreed Rate ” means LIBOR plus 100 basis points.

          “ Agreement ” is defined in the Recitals of this Agreement.

          “ Amended Schedule ” is defined in Section 2.3(b) of this Agreement.

          “ Basis Adjustment ” means the adjustment to the tax basis of a Reference Asset under Sections 732, 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, EBS becomes an entity that is disregarded as separate from its owner for tax purposes) or under Sections 734(b), 743(b) and 754 of the Code (in situations where, following an Exchange, EBS remains in existence as an entity for U.S. federal income tax purposes) and, in each case, comparable sections of state and local tax laws, as a result of an Exchange with respect to Units held by the Equity Plan Members and the payments made to the Equity Plan Members pursuant to this Agreement. For the avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred.

          A “ Beneficial Owner ” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “ Beneficially Own ” and “ Beneficial Ownership ” shall have correlative meanings.

          “ Board ” means the Board of Directors of the Corporate Taxpayer.

          “ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

          “ Change in Tax Law ” is defined in Section 7.13 of this Agreement.

          “ Change of Control ” means the occurrence of any of the following events:

Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions.

          “ Class A Shares ” is defined in the Recitals of this Agreement.

          “ Code ” is defined in the Recitals of this Agreement.

          “ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

          “ Corporate Taxpayer ” is defined in the Recitals of this Agreement.

          “ Corporate Taxpayer Return ” means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

          “ Cumulative Net Realized Tax Benefit ” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

          “ Default Rate ” means LIBOR plus 500 basis points.

          “ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

          “ Dispute ” has the meaning set forth in Section 7.8(a) of this Agreement.

          “ Early Termination Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

          “ Early Termination Effective Date ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Notice ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Schedule ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Payment ” is defined in Section 4.3(b) of this Agreement.

          “ Early Termination Rate ” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) LIBOR plus 100 basis points.

          “ Equity Plan Members ” means the parties hereto other than the Corporate Taxpayer and each other individual who from time to time executes a joinder agreement in accordance with Section 7.6 of this Agreement.

          “ Exchange ” is defined in the Recitals of this Agreement.

          “ Exchange Basis Schedule ” is defined in Section 2.1 of this Agreement.

          “ Exchange Date ” means the date of any Exchange.

          “ Expert ” is defined in Section 7.9 of this Agreement.

          “ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent, in each case using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return, but (i) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule including amendments thereto for the Taxable Year and (ii) excluding any deduction attributable to Imputed Interest for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Basis Adjustment or Imputed Interest.

          “ Imputed Interest ” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local tax law with respect to the Corporate Taxpayer’s payment obligations under this Agreement.

          “ Independent Director ” means Dinyar S. Devitre, Jim D. Kever, Philip M. Pead and any other member of the Board who is not affiliated with any of the principal stockholders of the Corporate Taxpayer and who is neither a current officer nor a former officer of the Corporate Taxpayer or any of its Subsidiaries.

          “ Investors Tax Receivable Agreement (Reorganizations) ” means the Tax Receivable Agreement (Reorganizations), dated as of August 17, 2009, by and among the Corporate Taxpayer, H&F ITR Holdco, L.P., GA ITR Holdco, L.P. and GA-H&F ITR Holdco, L.P.

          “ Investors Tax Receivable Agreement (Exchanges) ” means the Tax Receivable Agreement (Exchanges), dated as of August 17, 2009, by and among the Corporate Taxpayer, H&F ITR Holdco, L.P., GA ITR Holdco, L.P. and GA-H&F ITR Holdco, L.P.

          “ IPO ” means the initial public offering of Class A Shares by the Corporate Taxpayer.

          “ IPO Date ” means the closing date of the IPO.

          “ IRS ” means the United States Internal Revenue Service.

          “ LIBOR ” means during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits for such period.

          “ LLC Agreement ” means, with respect to EBS, the Sixth Amended and Restated Limited Liability Company Agreement of EBS.

          “ Market Value ” shall mean the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal ; provided , that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal ; provided , further , that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good faith.

          “ Material Objection Notice ” has the meaning set forth in Section 4.2 of this Agreement.

          “ Non-Stepped Up Tax Basis ” means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments had been made.

          “ Objection Notice ” has the meaning set forth in Section 2.3(a) of this Agreement.

          “ Original Members ” means the members of EBS on the date of, but immediately preceding, the IPO.

          “ Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement.

          “ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

          “ Pre-Exchange Transfer ” means any transfer (including upon the death of an Equity Plan Member) or distribution in respect of one or more Units (i) that occurs prior to an Exchange of such Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

          “ Qualified Tax Advisor ” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, Simpson Thacher & Bartlett LLP, Deloitte Tax LLP, or any other law or accounting firm that is nationally recognized as being expert in Tax matters and that is reasonably acceptable to the Corporate Taxpayer.

          “ Realized Tax Benefit ” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

          “ Realized Tax Detriment ” means, for a Taxable Year, the excess, if any, of the actual liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year, over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

          “ Reconciliation Dispute ” has the meaning set forth in Section 7.9 of this Agreement.

          “ Reconciliation Procedures ” has the meaning set forth in Section 2.3(a) of this Agreement.

          “ Reference Asset ” means an asset that is held by EBS, or by any of its direct or indirect subsidiaries treated as a partnership or disregarded entity for purposes of the applicable Tax, at the time of an Exchange. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

          “ Schedule ” means any of the following: (i) an Exchange Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule.

          “ Senior Obligations ” is defined in Section 5.1 of this Agreement.

          “ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

          “ Subsidiary Stock ” means any stock or other equity interest in any subsidiary entity of EBS that is treated as a corporation for United States federal income tax purposes.

          “ Tax Benefit Payment ” is defined in Section 3.1(b) of this Agreement.

          “ Tax Benefit Schedule ” is defined in Section 2.2 of this Agreement.

          “ Tax Receivable Agreements ” shall mean this Agreement, the Investors Tax Receivable Agreement (Reorganizations) and the Investors Tax Receivable Agreement (Exchanges).

          “ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

          “ Taxable Year ” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable (and,

therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the IPO Date.

          “ Taxes ” means any and all United States federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

          “ Taxing Authority ” shall mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

          “ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

          “ Units ” is defined in the Recitals of this Agreement.

          “ Valuation Assumptions ” shall mean, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the United States federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by any Basis Adjustment or Imputed Interest and available as of the date of the Early Termination Schedule will be utilized by the Corporate Taxpayer on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets (other than any Subsidiary Stock) will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided , that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), (5) any Subsidiary Stock will be deemed never to be disposed of; provided , that, except in respect of a termination payment pursuant to Section 7.13(b), if (i) the ITR Entity delivers to the Corporate Taxpayer a written opinion of a Qualified Tax Advisor to the effect that as a result of a certain transaction (or series of transactions), it is more likely than not that the tax basis in the amortizable or depreciable assets of the Corporate Taxpayer will be increased by reference to the tax basis in such Subsidiary Stock and the tax basis in such Subsidiary Stock will decrease accordingly, and (ii) the Corporate Taxpayer determines that it is commercially reasonable to effectuate such transaction (or series of transactions), then the Valuation Assumptions will take into account such increased tax basis in the amortizable or depreciable assets of the Corporate Taxpayer, and (6) if, at the Early Termination Date, there are Units that have not been Exchanged, then each such Unit shall be deemed to be Exchanged for the Market Value of the Class A Shares and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

          Section 2.1 Basis Adjustment . Within 90 calendar days after the filing of the United States federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected, the Corporate Taxpayer shall deliver to each applicable Equity Plan Member a schedule (the “ Exchange Basis Schedule ”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging party, for purposes of Taxes, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Reference Assets as a result of the Exchanges effected by such Equity Plan Member in such Taxable Year, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

          Section 2.2 Tax Benefit Schedule .

          (a) Tax Benefit Schedule . Within 90 calendar days after the filing of the United States federal income tax return of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall provide to each applicable Equity Plan Member a schedule showing, in reasonable detail and, at the request of the applicable Equity Plan Member, with respect to each separate Exchange, the calculation of the Realized Tax Benefit or Realized Tax Detriment attributable to such Equity Plan Member for such Taxable Year (a “ Tax Benefit Schedule ”). The Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

          (b) Applicable Principles . Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustment and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the &ldqu