Health Net 2011 Annual Report Download - page 183

“Knowledge of Purchaser” and “to Purchaser’s Knowledge” and words of similar import mean those facts of circumstances that are
actually known to the persons set forth on Schedule 1.1(a).
“Knowledge of Seller” and “to Seller’s Knowledge” and words of similar import mean those facts of circumstances that are actually
known to the persons set forth on Schedule 1.1(b).
“Law” means any federal, state, foreign or local law, statute, ordinance, rule, regulation, Order or rule of common law.
“Liability” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, assessment, penalty, obligation or
responsibility of any kind or nature, whether fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured,
asserted or unasserted, due or to become due, accrued, absolute, known or unknown, contingent or otherwise.
“Lien” means any lien, encumbrance, pledge, security interest, mortgage, deed of trust or restriction on transfer of title or voting,
except for any restrictions on transfer generally arising under applicable federal or state securities.
“Loss” means any Liability, litigation, action, proceeding, judgment, settlement, Tax, fee, cost or expense (including reasonable
fees, disbursements and expenses of attorneys, accountants and other professional advisors and the costs of litigation) of any nature.
“Marks” means trade names, fictional business names, trade dress rights, registered and unregistered trademarks and service marks
and logos, including any Internet domain names, and applications therefor, together with all translations, adaptations, derivations and
combinations and like intellectual property rights.
“Medicare PDP Contract” means the Medicare Part D Prescription Drug Plan Contract (Contract Number S5678) between Seller
and CMS, first entered into effective September 30, 2005, including (i) all renewals thereof (including the renewal for 2012 approved by
CMS on August 31, 2011), (ii) all documents incorporated therein by reference (including the 2012 Solicitation for Applications for New
Prescription Drug Plan (PDP) Sponsors (released on January 4, 2011)), (iii) all addenda thereto (including the Employer/Union-Only
Group Part D Addendum pursuant to Subpart K of 42 CFR Part 423), and (iv) the Medicare Mark License Agreement entered into
August 29, 2011 by and between CMS and Seller.
“Neutral Accounting Firm” means a nationally recognized independent accounting firm or actuarial consulting firm mutually
acceptable to Seller and Purchaser; provided, however, if Seller and Purchaser are unable to agree on such firm, each of Seller and
Purchaser shall select a nationally recognized independent accounting firm or actuarial consulting firm, which firms shall select a third
nationally recognized independent accounting firm or actuarial consulting firm to act as the Neutral Accounting Firm.
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