Health Net 2011 Annual Report Download - page 180

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement, to be entered into as of the
Closing Date, by and between Purchaser and Seller, substantially in the form of Exhibit A annexed hereto.
“Bill of Sale” means the Bill of Sale, to be delivered by Seller as of the Closing Date, substantially in the form of Exhibit B
annexed hereto.
“Broker” means any third party insurance agent, general agent, producer, broker or other Person engaged in the business of
marketing and selling managed care and health insurance products for managed care organizations and health plans.
“Broker and ANOC Costs” means (i) all commissions (including overrides and bonuses) paid or owing to Brokers pursuant to
Broker Contracts with respect to Enrollees, and (ii) all costs (including printing and mailing costs) paid or owing in connection with
the preparation and distribution of annual enrollment packets and annual notice of change letters to Enrollees.
“Broker Contract” means any Contract between Seller or any of its Affiliates, on the one hand, and any Broker, on the other
hand.
“Business Day” means any day (other than a Saturday or Sunday) on which banks are not required or authorized to close in the
State of California.
“Change of Control” means, with respect to a given Person, (i) the acquisition of ownership, directly or indirectly, beneficially
or of record, in a transaction or series of transactions of equity securities in such Person representing more than fifty percent (50%) of
either the aggregate voting power or the aggregate equity value represented by the issued and outstanding equity securities in such
Person, whether pursuant to a merger, consolidation, reorganization (including the Bankruptcy Code of the United States of America),
issuances of equity securities or otherwise, by any other Person or group of other Persons (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities and Exchange Act of 1934, as amended), (ii) a sale, assignment, transfer, contribution or other disposition,
directly or indirectly, of all or substantially all of the property, business, or assets of such Person to any other Person or group of other
Persons, or (iii) the dissolution or liquidation of such Person.
“Closing GM Net Assets” means the net book value of the Gross Margin Assets, as of the Closing Date, less the net book value
of the Gross Margin Liabilities, as of the Closing Date, in each case, without duplication and net of all allowances and reserves,
calculated in accordance with GAAP and consistent with the manner in which the Closing Statements are required to be prepared
pursuant to Section 4.3(a). For the avoidance of doubt, if the net book value of such Gross Margin Liabilities exceeds the net book
value of such Gross Margin Assets, the Closing GM Net Assets will be a negative number.
“Closing Pass Through Net Assets” means the net book value of the Pass Through CMS Assets, as of the Closing Date, less the
net book value of the Pass Through CMS Liabilities, as of the Closing Date, in each case, without duplication and net of all
allowances and reserves, calculated in accordance with GAAP and consistent with the manner in which the Closing Statements are
required to be prepared pursuant to Section 4.3(a). For the avoidance of doubt, if the net book value of such Pass Through CMS
Liabilities exceeds the net book value of such Pass Through CMS Assets, the Closing Pass Through Net Assets will be a negative
number.
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