Health Net 2011 Annual Report Download - page 194

wire transfer of immediately available funds to the account designated in writing by the receiving Party to the paying Party. Each
paying Party shall provide written notice to the other Party of any payment made pursuant to this Section 3.3 when such payment is
made.
3.4 Payments Owed by the Other Party. To the extent that, after the Closing Date, Purchaser is obligated to pay and pays any
amount constituting a Retained Liability, Seller shall pay and reimburse such amount to Purchaser. To the extent that, on or after the
Closing Date, Seller is obligated to pay and pays any amount constituting an Assumed Liability, Purchaser shall pay and reimburse
such amount to Seller. Any payment to be made pursuant to this Section 3.4 shall be made promptly and, if so requested by a
receiving Party, by wire transfer of immediately available funds to the account designated in writing by the receiving Party to the
paying Party. Each paying Party shall provide written notice to the other Party of any payment made pursuant to this Section 3.4when
such payment is made.
ARTICLE IV
CONSIDERATION
4.1 Purchase Price. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall, as
consideration for the purchase of the Assets pursuant to Section 2.1, (i) pay to Seller in accordance with Section 5.3(a) a purchase
price equal to the Pre-Closing Enrollee Number multiplied by $400.00 (the “Purchase Price”), and (ii) assume the Assumed Liabilities
as provided in Section 3.1. The Purchase Price is subject to adjustment following the Closing in accordance with Sections 4.2 and 4.3.
The “Closing Purchase Price” means the amount of the Purchase Price specified in clause (i) of this Section 4.1 prior to taking into
account any post-Closing adjustments.
4.2 Enrollee Number Purchase Price Adjustment.
(a) As promptly as practicable after the issuance of the CMS monthly membership report for the Medicare PDP Contract
for the month that follows the month in which the Closing Date occurs (i.e., the May 2012 report if the Closing Date is April 1, 2012),
the Purchase Price shall be subject to adjustment as follows:
(i) If the Post-Closing Enrollee Number is greater than the Pre-Closing Enrollee Number, then the Purchase Price
shall be increased by an amount equal to $400.00 multiplied by the amount of such excess;
(ii) If the Post-Closing Enrollee Number is less than Pre-Closing Enrollee Number, the Purchase Price shall be
reduced by an amount equal to $400.00 multiplied by the amount of such shortfall; and
(iii) If the Post-Closing Enrollee Number is equal to the Pre-Closing Enrollee Number, there shall be no adjustment to
the Purchase Price under this Section 4.2.
(b) If Section 4.2(a) results in an increase in the Purchase Price, Purchaser shall pay to Seller, as an addition to the
Purchase Price, an amount equal to such increase; and if Section 4.2(a) results in an reduction in the Purchase Price, Seller shall pay
to Purchaser, as a
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