Health Net 2011 Annual Report Download - page 187

“Transition Services Agreement” means the Transition Services Agreement to be entered into as of the Closing Date by and
between Purchaser and Seller, a working draft of which is attached hereto as Exhibit F and subject to further negotiation and
finalization pursuant to Section 8.6, pursuant to which Seller agrees to provide to Purchaser certain services in accordance with the
terms thereof.
“2012 PDP Contract Year” means the period commencing January 1, 2012 and ending December 31, 2012 and refers in
particular to matters that accrue or arise under the Medicare PDP Contract during such time period.
“2012 Risk Adjuster Information” means the information regarding adjustments, reconciliations, settlements and the like
received from or made available by CMS in or about July 2012 pursuant to 42 CFR Subpart G, with respect to the Medicare PDP
Contract and the 2012 Contract Year.
1.2 Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed
thereto in the respective Sections of this Agreement set forth opposite each such term below:
9
Ter
m
Section Reference
2010 Financial Statements
Section 6.5(a)
2011 Financial Statements
Section 6.5(a)
A
g
reement Preamble
Allocation
Section 4.4(b)
Assets
Section 2.1
Assumed Liabilities
Section 3.1
Business Tan
g
ible Pro
p
ert
y
Section 2.1(e)
Chosen Court
Section 14.14
Claim Notice
Section 12.5
Closin
g
Section 5.1
Closin
g
Date Section 5.1
Closin
g
Purchase Price Section 4.1
Closin
g
Statements Section 4.3(a)
Effective Date
Preamble
Enforceabilit
y
Exce
p
tions Section 6.2
Excluded Assets
Section 2.2
Fundamental Re
p
resentations Section 12.1
HIPAA
Section 6.12(a)
HSR Act
Section 6.3(b)
Indemnity Cap
Section 12.2(c)
Material Contracts
Section 6.11(a)
Necessar
y
Permits Section 6.4(a)
Part
y
or Parties Preamble
PDE
Section 2.1(b)
PDP Business
Recitals
PDP Contract Novation
Section 8.4(d)