Health Net 2009 Annual Report Download - page 536

Section 7.6. Cooperation. In the event that the Company participates in, at any level or at any time, assumes the lead of any
investigation, contest, defense and/or settlement of any complaints, investigations and proceedings by Governmental Entities related
to the Business or any Legal Proceeding, or initiates litigation with respect to the Business, the Administrator shall and shall cause its
Affiliates, attorneys, employees, and agents to reasonably cooperate with the Company. In addition, the Company shall and shall
cause its Affiliates, attorneys, employees, and agents to reasonably cooperate with the Administrator with respect to any investigation,
contest, defense and/or settlement of any complaints, inquiries and proceedings by Governmental Entities related to the Business or
any Legal Proceeding lead by the Administrator. Such cooperation contemplated by this Section 7.6 of either Party shall include the
execution of affidavits, appearances, testimony and production of documents pursuant to federal and state criminal and civil
subpoenas, depositions, interrogatories and other requests.
Section 7.7. Material Issue Definition. For the purposes of this Article VII only, “material issue” shall mean (a) with respect to a
matter involving a Governmental Entity, any issue (or series of related issues) involving an amount (as reasonably determined by the
Administrator based on available information) equal to or more than $200,000, (b) with respect to any other Legal Proceeding (not
involving a Governmental Entity), any issue (or series of related issues) involving an amount (as reasonably determined by the
Administrator based on available information) equal to or more than $500,000, (c) any commitment, including any operational
commitment, market under-taking, or any obligation on the Company or any of its Affiliates required by a Governmental Authority or
pursuant to a Legal Proceeding, that would limit the ability of the Company to wind-down the Business, or (d) any issue which the
Company reasonably determines could have an adverse consequence or impact (other than an immaterial consequence or impact) on
the operations of United or its Affiliates.
ARTICLE VIII.
MISCELLANEOUS SERVICES
Section 8.1. Contract Holder and Customer Services. From and after the Effective Date, subject to Section 2.3, the Administrator
shall provide all Contract Holders and Customer services in connection with the Administered Contracts, including the following:
(a) preparing and mailing all necessary, required or appropriate Contract Holder statements, reports and communications,
including Premium notices;
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