Health Net 2009 Annual Report Download - page 553

(c) This Administrative Services Agreement is subject to immediate termination at the option of the Administrator, upon:
(d) This Administrative Services Agreement shall terminate immediately as required by any Governmental Entity or
applicable Law.
(e) This Administrative Services Agreement may be terminated at any time upon the mutual written consent of the Parties,
which writing shall state the effective date of termination.
(f) In the event that this Administrative Services Agreement is terminated under any of the provisions of Section 16.2(a)
hereof, the Company shall either directly or through an Affiliate or an alternative third-party administrator perform the obligations
required by this Administrative Services Agreement. Any general and administrative expenses necessary to transition the performance
of Administrative Services to the Company, an Affiliate or a third party administrator (e.g., loading claims data on a new system) (but
not performance of Administrative Services after such termination and corresponding transition) (“Transition G&A”) shall be borne
equally by the Administrator and the Company; provided, however, that in no event shall the Transition G&A to be borne by the
Administrator exceed $18 million in the aggregate. The Administrator shall provide the Company reasonable access during normal
business hours to its claims system and appropriate personnel of the Administrator as reasonably necessary to transition the
Administrative Services to the Company, its Affiliates or a third party, unless as of or after the date of this Administrative Services
Agreement, such termination of such claims system has been or is de-commissioned or is otherwise no longer used. Except as
provided in this Section 16.2(e), from and after such termination, the Administrator’s sole remaining obligation hereunder shall be to
make payment of the Termination Date Loss Reserve in accordance with Section 1.4(e)(ii) of the Stock Purchase Agreement and
those obligations which survive pursuant to Section 18.14.
38
(i) (A) a material breach by the Company of this Administrative Services Agreement that is not cured by the
Company within forty-five (45) days after receipt of written notice from the Administrator of such breach; or
(B) with respect to a material breach by the Company of any obligation to make payment of any undisputed
amount of the Administrative Services Fee to the Administrator hereunder, within ten (10) Business Days after
receipt of written notice from the Administrator of such breach (except, with respect to clause (A) only, in the
case of inability to perform under Section 3.8). 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
(ii) the termination for breach (of any party) of the other Administrative Services Agreements.