Health Net 2009 Annual Report Download - page 558

Section 18.12. Construction. Unless the context of this Administrative Services Agreement otherwise requires: (i) words of any
gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number,
respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Administrative Services
Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Administrative Services Agreement;
(v) the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”; (vi) the term
“including” means “including without limitation”; (vii) the term “foreign” is used with respect to the United States; and (viii) unless
the context otherwise requires, an accounting term not otherwise defined in this Administrative Services Agreement has the meaning
assigned thereto in accordance with GAAP or statutory accounting principles, consistently applied in accordance with the historical
practices of the Company and the Administrator, as the case may be, insofar as such practices are in accordance with GAAP or
statutory accounting principles, as the case may be. Whenever this Administrative Services Agreement refers to a number of days,
such number shall refer to calendar days unless Business Days are specified.
Section 18.13. Right to Offset. Any debts or credits between Administrator and the Company arising under this Administrative
Services Agreement are deemed mutual debts or credits, as the case may be, and may be netted or set off, as the case may be, against
amounts owed under the Stock Purchase Agreement, the Transaction Documents or any other agreements or instruments
contemplated thereby, and, if so netted or set off, only the balance shall be allowed or paid hereunder.
Section 18.14. Survival. Articles XI, XIII, XVII and XVIII, Sections 3.2, 7.2(c), 14.2 and 16.3 and those certain obligations
specifically identified in Exhibit 2.5 and Exhibit 2.6 shall survive the termination of this Administrative Services Agreement.
Section 18.15. [Regulatory Approval. This Administrative Services Agreement must be submitted to the New York State
Department of Health for its prior approval at least ninety (90) days prior to its proposed effective date. This Administrative Services
Agreement shall be effective only with the prior written consent of the Commissioner of the New York State Department of Health.
Any changes to this Administrative Services Agreement required by the Commissioner will be made by the Parties immediately upon
receipt of written notice from the Commissioner.]
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This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
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