Health Net 2009 Annual Report Download - page 566

(d) In connection with the transition of Membership pursuant to Section 1.1, and upon the terms and subject to the
conditions set forth in this Agreement, the Administrator, on behalf of the Company, shall use commercially reasonable efforts to
(i) cause qualified employees of the Administrator or its Affiliates, to the extent such employees have not been hired by Buyer in
accordance with the terms of the Stock Purchase Agreement, to attend and participate in meetings lead by United, in the manner and
to the extent such attendance and participation is requested by United with reasonable advance notice, with hospitals, hospital
systems, other major health care providers and other significant vendors with contractual relationships with the Company, in the
Applicable State, as listed in Schedule 1.2(d) and (ii) cooperate with United’s efforts to gain the commitment of such persons to do
business with the Legacy United Entities in the Applicable State.
Section 1.3. Compensation. No cash consideration will be paid to Parent and its Affiliates, on the one hand, or United and its
Affiliates, on the other hand, for the facilitation of the transition of the Business and Membership from the Company to Legacy
United Entities. The sole consideration for such transition of the Business and Membership shall be the performance of the respective
Parties’ obligations hereunder.
Section 1.4. Reporting.
(a) Enrollment Reports. The Administrator shall prepare and deliver to United on the Effective Date and on or before the
tenth Business Day of each calendar quarter after the Effective Date until the end of the Transition Period enrollment reports (each, an
“Enrollment Report”) which list, as of the last day of the calendar month preceding each such Enrollment Report, the name, address,
telephone number and renewal date of each Employer Group, the name, address and telephone number of each Employer Group plan
administrator and Broker/Consultant, the names of Members, including any Employer Groups or Members added to the Membership
as a result of retroactive adjustments, any off-cycle termination since the previous month’s report, and such other information as
specified in Schedule 1.4(a)(i) (which may include, for the avoidance of doubt, Nonpublic Personal Information) and (ii) on the
Effective Date and on a weekly basis thereafter (with the exact day of delivery to be agreed upon by the Parties), reports (each, an
“Accumulator Report”) which list, as of the end of the week preceding each such Accumulator Report, accumulator data, as prepared
in accordance with the Company’s past practices as of the Effective Date, for each Employer Group and Member, including such
other information as specified in Schedule 1.4(a)(ii). Each Accumulator Report shall be provided in a consistent electronic format.
Any updates to a previously delivered Enrollment Report resulting from retroactive adjustments to Membership shall be reflected on
the next applicable Enrollment Report following the availability of such data. For the avoidance of doubt, the Administrator’s
obligation to deliver Enrollment Reports to United shall be in addition to the Administrator’s obligation to deliver the Initial
Membership Statement, the Effective Date Membership Statement and updates thereto pursuant to the terms of the Stock Purchase
Agreement.
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