Health Net 2011 Annual Report Download - page 198

8594 under Section 1060 of the Code (or any successor form or successor provision of any future tax law) with their respective
federal income Tax Returns for the taxable year which includes the Closing Date. Each of the Parties shall not, and shall not permit
any of its Affiliates to, take a position (except as required pursuant to any Order) on any Tax Return, or before any Taxing Authority
or in any judicial proceeding to the extent Tax issues are raised, that is in any way inconsistent with the Allocation.
ARTICLE V
CLOSING
5.1 Closing Date. Subject to the satisfaction or waiver of the conditions set forth in Article IX and Article X, the closing of the
Transactions (the “Closing”) shall take place at the offices of Crowell & Moring LLP, 1001 Pennsylvania Ave., N.W., Washington,
DC 20004, on the first day of a calendar month provided that, unless otherwise agreed by the Parties, the Closing shall not occur prior
to the third (3 ) Business Day after the date on which all of the conditions set forth in Article IX and Article X (other than those
conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been
satisfied or waived. The date on which the Parties consummate the Transactions is referred to herein as the “Closing Date.” The
Closing will be deemed effective at 12:01 a.m. in Washington, D.C. on the Closing Date.
5.2 Closing Deliveries by Seller. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall
deliver, or cause to be delivered, to Purchaser the following:
(a) the Bill of Sale, Assignment and Assumption Agreement and Novation Agreement, each duly executed by Seller;
(b) the EGWP Services Agreement, duly executed by Seller;
(c) the Transition Services Agreement, duly executed by Seller;
(d) the Rebate Administration Agreement, duly executed by Seller;
(e) a certificate dated as of the Closing Date and signed by an authorized officer of Seller confirming the matters set forth
in Section 9.1 and Section 9.2;
(f) an updated Schedule 2.1(a) which shall set forth as of the Closing Date all Contracts of Seller (or portions thereof)
pursuant to which Seller provides coverage under its Employer Group Waiver Prescription Drug Plans to Enrollees for and on behalf
of customers of Seller and its Affiliates that offer “employer-sponsored group prescription drug plans” within the meaning of 42 CFR
423.454 to Part D eligible retirees; and
(g) such other documents and instruments as may be expressly required under this Agreement, or as are customary and
reasonable and requested by Purchaser to effect the Transactions.
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