Health Net 2011 Annual Report Download - page 188

ARTICLE II
PURCHASE AND SALE OF ASSETS
2.1 Purchase and Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller
shall transfer, sell, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all of
Seller’s right, title and interest in and to the following assets, rights and properties, whether tangible or intangible, and wherever
located (but in all cases excluding the Excluded Assets) as and to the extent existing on the Closing Date (collectively, the “Assets”):
(a) PDP Contract Rights. All of Seller’ rights and interests under the Medicare PDP Contract and the EGWP Contracts
(subject to the terms of the EGWP Services Agreement) to the extent arising or accruing with respect to the 2012 or any subsequent
Coverage Years;
(b) CMS Payments. All receivables and rights to payment from CMS pursuant to 42 CFR Part 423, Subpart G (Payments
to Part D Plan Sponsors for Qualified Prescription Drug Coverage) arising or accruing under the Medicare PDP Contract with respect
to the 2012 or any subsequent Coverage Years, including (by way of example) Prescription Drug Event (“PDE”) reconciliations, low
income member cost sharing and catastrophic reinsurance settlements, risk sharing settlements, CMS risk adjuster settlements, CMS
membership discrepancy adjustments, and CMS coverage gap discounts;
(c) Specified Receivables and Payment Rights. The following receivables and payment rights:
(i) all receivables and rights to payments with respect to CMS subsidies and Enrollee premiums and cost sharing
arising or accruing under the Medicare PDP Contract with respect to the 2012 or any subsequent Coverage Years;
10
Pre-2012 PDP Data and Records Section 11.10(a)
Purchase Price
Section 4.1
Purchaser
Preamble
Purchaser Indemnified Parties
Section 12.2
Re
q
uired Period Section 11.6(b)
Retained Liabilities
Section 3.2
Seller
Preamble
Seller Indemnified Parties
Section 12.3
Terminatin
g
Purchaser Breach Section 13.1(d)
Terminatin
g
Seller Breach Section 13.1(c)
Termination Date
Section 13.1(b)(ii)
Termination Fee
Section 13.2(a)
Third-Part
y
Claim Section 12.4(a)
Transferred Em
p
lo
y
ees Section 11.2(a)