Health Net 2009 Annual Report Download - page 552

Section 16.2. Termination.
(a) [Any termination or non-renewal of this Administrative Services Agreement shall require the prior written approval of
the Commissioner of the New York State Department of Health following ninety (90) days prior written notice. Termination may be
upon less than ninety (90) days notice provided it is demonstrated to the satisfaction of the Commissioner prior to termination that
circumstances exist which justify more immediate termination. Any reference in this Article XVI to time frames shorter than ninety
(90) days shall not be applicable unless the requirements of this Section 16.2(a) have been met.]
(b) This Administrative Services Agreement is subject to immediate termination at the option of the Company, upon
written notice to the Administrator, upon the occurrence of any of the following events:
37
(i) A voluntary or involuntary proceeding is commenced in any jurisdiction by or against the Administrator for the
purpose of conserving, rehabilitating or liquidating the Administrator;
(ii) There is a material breach by the Administrator of this Administrative Services Agreement that is not cured by
the Administrator within forty-five (45) days after receipt of written notice from the Company of such breach
(except in the case of inability to perform under Section 3.8); provided, however, that if Administrator
commences and diligently pursues the cure of such breach and such breach cannot reasonably be cured within
such forty-five (45) day period, then such cure period shall be extended for an additional thirty (30) day period;
provided, further, that if a CAP has been implemented with respect to such matter in accordance with the
procedures set forth in Sections 3.1(c) and 3.1(d), then the time frame provided for under such CAP shall apply
instead of such applicable cure period stated in this Section 16.2(a)(ii). For the avoidance of doubt, a
termination of any or all of the Intercompany Agreements (as defined in the Stock Purchase Agreement), as
amended, shall not constitute a material breach under this Administrative Services Agreement.; or
(iii) The Administrator is unable to perform all or a material part of the Administrative Services required under this
Administrative Services Agreement and is unable to obtain an alternative means of providing the
Administrative Services (except in the case of inability to perform under Section 3.8).
This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
15
15