(C)
FURTHER ASSURANCES.
EACH PARTY WILL EXECUTE ALL DOCUMENTS AND
TAKE SUCH OTHER ACTIONS AS ANY OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO
CONSUMMATE THE TRANSACTIONS PROVIDED FOR HEREIN AND TO ACCOMPLISH THE PURPOSES
OF THIS AGREEMENT.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
TWO (2) OR MORE COUNTERPARTS, INCLUDING COUNTERPARTS BEARING A FACSIMILE
SIGNATURE COPY, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE
WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES HERETO AND
DELIVERED TO THE OTHER.
THE PARTIES HERETO INTEND THAT A FACSIMILE SIGNATURE
COPY ON THIS AGREEMENT SHALL HAVE THE SAME FORCE AND EFFECT AS AN ORIGINAL
SIGNATURE.
(E)
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY,
INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO PROVISIONS
THEREOF REGARDING CONFLICT OF LAWS.
(F)
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS MADE HEREIN SHALL SURVIVE THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(G)
BINDING EFFECT.
THIS AGREEMENT WILL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND
PERMITTED ASSIGNS, BUT WILL NOT BE ASSIGNABLE OR DELEGABLE BY EITHER PARTY
HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
(H)
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT WILL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY
PARTY HERETO.
[end of document; signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Stock
Purchase Agreement as of the date first above written.
EBIX, INC.
By:
\s\ Richard J. Baum
Name:
Richard J. Baum
Title:
Chief Financial Officer
\s\ Craig Wm. Earnshaw
Craig Wm. Earnshaw
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