Health Net 2011 Annual Report Download - page 193

(b) All payments due and Liabilities arising 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 2011 or any prior
Coverage Years, including with respect to PDE reconciliations, low income member cost sharing and catastrophic reinsurance
settlements, risk sharing settlements, CMS risk adjuster settlements and CMS membership discrepancy adjustments;
(c) All payments and Liabilities owing to Enrollees, including Enrollee premium refunds, Enrollee credit balances and cost
sharing arising or accruing under the Medicare PDP Contract with respect to the 2011 or any prior Coverage Years;
(d) All payments due and Liabilities with respect to manufacturer rebates arising from prescriptions dispensed to Enrollees
under the Medicare PDP Contract during the 2011 or any prior Coverage Years;
(e) All payments due and Liabilities (including claims corrections) owing to, claims (including IBNR) of, pharmacies,
pharmacy benefit management vendors, CMS and other third parties with respect to prescriptions dispensed to Enrollees under the
Medicare PDP Contract (including the EGWP Contracts) during the 2011 or any prior Coverage Years;
(f) Any and all Liabilities of Seller for Taxes, other than as provided in Section 14.2;
(g) Except as may otherwise be agreed by the Parties pursuant to Section 8.4(e), all payments due and Liabilities under the
CSC Contract;
(h) All obligations to Brokers and all obligations arising pursuant to Broker Contracts (other than renewal commissions
assumed by Purchaser pursuant to Section 3.1(f)), and all obligations to pay Broker and ANOC Costs that were incurred or accrued
prior to the Closing Date, including all such costs included in the Closing Pre-Paid Broker and ANOC Amount; and
(i) Any and all Liabilities owing in connection with the matter described under the heading “Litigation and Investigations
Related to Unaccounted-for Server Drives” in Note 8 to the consolidated financial statements included in Health Net, Inc’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2011 and filed with the United States Securities and Exchange
Commission on November 8, 2011.
3.3 Payments Intended for Other Party. To the extent that, after the Closing Date, Purchaser receives any payment
constituting an Excluded Asset, Purchaser shall pay such amount to Seller. To the extent that, on or after the Closing Date, Seller
receives any payment constituting an Asset, Seller shall pay such amount to Purchaser. Any payment to be made pursuant to this
Section 3.3 shall be made promptly and, if so requested by a receiving Party, by
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