Health Net 2009 Annual Report Download - page 545

Section 10.7. Administrator Controls. The Administrator represents that during the term of this Administrative Services
Agreement it will continue to maintain its accounting and oversight controls with respect to its operations consistent with the
requirements under the Sarbanes-Oxley Act of 2002 and with past practice, to the extent consistent with applicable Law and taking
into consideration the wind-down of the Business.
Section 10.8. Business Transition Services. Following the Effective Date, the Administrator will provide the business transition
services to the Company as set forth in Schedule 10.8.
ARTICLE XI.
BOOKS AND RECORDS
Section 11.1. Compliance. The Administrator shall keep accurate and complete Books and Records and all other books and
records relating to the Business in (a) compliance with applicable Law and the Company’s record management practices and (b) a
form that is reasonably accessible. Following Expiration Date, the Company shall keep accurate and complete Books and Records and
all other books and records relating to the Business in (y) compliance with applicable Law and United’s record management practices
and (z) a form that is reasonably accessible.
Section 11.2. Right to Examine and Audit; Regulatory Examination of Records. Following the Effective Date, each Party shall
afford, and will cause its Affiliates to afford, to the other Party and any of its Affiliates, counsel, regulators, accountants or designated
representatives, during normal business hours, the right to examine and make copies of the Books and Records and all other books
and records, including such systems and data back-up of such systems identified in Section 3.2, relating to the Business (excluding
contract information relating to out of state providers) and with reasonable access to relevant personnel for such period as this
Administrative Services Agreement is in effect or for as long thereafter as any rights or obligations of either Party survives or to the
extent that such access may be required by the requesting party in connection with (a) the preparation of financial statements,
(b) responding to regulatory inquiries or other regulatory purposes, (c) the preparation of Tax Returns or in connection with any audit,
amended return, claim for refund or any proceeding with respect thereto, (d) the investigation, arbitration, litigation and final
disposition of any claims that may have been or may be made against the Company (or its Affiliates) or the Administrator (or its
Affiliates), as the case may be, in connection with the Business or which the Company (or its Affiliates) or the Administrator (or its
Affiliates), as the case may be, may make with respect to the Business, or (e) compliance with the Service Standards and the Parties’
respective obligations under this Administrative Services Agreement; provided that with respect to the foregoing clause (e), such
access shall be limited to two (2) audits per year, unless additional audit is required by Law or unless United pays for the cost of such
additional audit. To the extent any other books and records maintained by the Administrator include information unrelated to the
Business, the Administrator may, within a reasonable time period, redact such information from such books and records prior to
providing access to the Company or its Affiliates. Each Party and its Affiliates shall have the right to duplicate all Books and Records
and other books and records relating exclusively to the Business. The Administrator shall permit authorized personnel of any
applicable Governmental Entities to examine any records maintained by the Administrator relating to the provision of Administrative
Services and to permit access to facilities used by the provision of the Administrative Services, in each case as required by applicable
Law.
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