Health Net 2009 Annual Report Download - page 490

Section 4.6. Additional Undertakings by Seller and HN Life with Respect to the Business. Seller and HN Life shall or shall
cause their Affiliates to:
(a) Prepare and deliver to United, in accordance with the timeframes set forth in the Transition Schedule, underwriting
reports which list, as of the effective date of each such report, (i) Member census data (including zip code, age or date of birth,
gender and plan type (e.g., employee-only, employee and spouse, employee-spouse-dependent)), (ii) agreed upon financial data
(including premiums, claims data and large claims reporting (by group)) and (iii) risk scores, if any. A form of agreed upon
underwriting report is attached hereto as Schedule 4.6(a).
(b) Permit reasonable access by United to personnel and Books and Records pertaining to the Business, including its
underwriting accounts and experience files, to assist in the transition of the Business to Legacy United Entities. Such access
shall be during normal business hours and on reasonable notice. To the extent any Books and Records include information
unrelated to the Business or the Membership or information the disclosure of which would violate any contractual obligations of
Seller, HN Life or their Affiliates, Seller and HN Life may, within a reasonable time period, redact such information from the
Books and Records prior to providing access to United. If it is not reasonably practicable for Seller or HN Life to redact such
information, Seller or HN Life may, at their expense, appoint a third party acceptable to United and Seller to review and confirm
any information reasonably requested by United in connection therewith.
(c) Conduct and administer the Business in the ordinary course of business throughout the Transition Period consistent
with past practice, taking into account the winding up and running out of the Business as contemplated under this Agreement.
Without limiting the generality of the foregoing sentence, HN Life and Seller shall, taking into account the winding up and
running out of the Business as contemplated under this Agreement, and as reasonably practicable taking into consideration the
modifications to Seller’s and HN Life’s business pursuant to the Stock Purchase Agreement and Administrative Services
Agreements, use commercially reasonable effort to (i) preserve their relationships with Governmental Entities,
Brokers/Consultants, employees, HN Life Employer Groups and Members and (ii) maintain the facilities, systems, personnel
and other resources necessary to enable them to comply with this Section 4.6(c). For the avoidance of doubt, the obligations of
Seller and HN Life to use their commercially reasonable efforts in accordance with the preceding sentence shall not require
either of them to (A) provide any compensation (or incur any other material cost or expense) with respect to an employee in
excess of any such employee’s normal compensation in effect from time to time or (B) make any non-monetary change to their
employment practices. Except as provided in this Agreement, HN Life shall not terminate existing contracts with self-funded
HN Life Employer Groups, if any, following the Effective Date without the prior consent of United, which shall not be
unreasonably withheld, delayed or conditioned.
Section 4.7. Sales or Use Taxes. Each Party shall pay any and all federal, state or local sales or use taxes, or other governmental
assessments, if any, for which such Party is legally obligated as the result of the consummation of the transactions contemplated by
this Agreement. Each Party shall timely prepare and timely file all returns and reports in respect of such taxes or assessments and
cause the taxes or assessments to be timely remitted to the appropriate Governmental Authorities.
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