Health Net 2011 Annual Report Download - page 176

ii
7.2 Authorit
y
; Authorization. 28
7.3
Permits; Com
p
liance with Laws. 28
7.4
No Conflict; Re
q
uired Filin
g
s and Consents. 28
7.5
No Finder’s Fee. 29
7.6
Dis
q
ualif
y
in
g
Back
g
round. 29
7.7
Purchaser Acknowled
g
ement. 29
7.8
No Additional Re
p
resentations. 29
ARTICLE VIII TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING
29
8.1
Ordinar
y
Course of Business. 29
8.2
No Solicitation. 31
8.3
Access to Information; Notification of Certain Matters. 31
8.4
Coo
p
eration; HSR Act; PDP Contract Novation. 31
8.5
Public Announcements; Confidentialit
y
. 33
8.6
Finalization and Execution of Transition Services A
g
reement. 33
8.7
Finalization and Execution of EGWP Services A
g
reement. 34
8.8
Finalization and Execution of Rebate Administration A
g
reement. 34
8.9
Termination of Reinsurance A
g
reements 34
ARTICLE IX CONDITIONS PRECEDENT TO PURCHASER’S OBLIGATIONS
34
9.1
Re
p
resentations and Warranties. 34
9.2
Com
p
liance with A
g
reement. 35
9.3
Notifications and Consents. 35
9.4
PDP Contract Novation. 35
ARTICLE X CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS
35
10.1
Re
p
resentations and Warranties. 35
10.2
Com
p
liance with A
g
reement. 35
10.3
Notifications and Consents. 36
10.4
PDP Contract Novation. 36
ARTICLE XI CERTAIN TRANSACTIONS AND OBLIGATIONS SUBSEQUENT TO CLOSING
36
11.1
Broker Contracts. 36
11.2
Certain Em
p
lo
y
ees of Seller. 36
11.3
Mail and Communications. 37
11.4
Further Assurance of Coo
p
eration. 37
11.5
Preauthorizations. 37
11.6
Maintenance of Cor
p
orate, Enrollee Care and Accountin
g
Records. 37
11.7
Seller Restrictions. 38
11.8
Collection of Rebate Receivables Included in Assets. 38
11.9
Maintenance of Permits. 38
11.10
Post-Closin
g
Coo
p
eration and Assistance. 38
11.11
Certain Re
q
uirements Related to EGWP Contracts. 39