Health Net 2011 Annual Report Download - page 199

5.3 Closing Deliveries by Purchaser. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser
shall deliver, or cause to be delivered, to Seller the following:
(a) the Closing Purchase Price in immediately available funds by wire transfer to an account or accounts designated in a
writing delivered by Seller to Purchaser at least three (3) Business Days prior to Closing;
(b) the Bill of Sale, Assignment and Assumption Agreement and Novation Agreement, each duly executed by Purchaser;
(c) the EGWP Services Agreement, duly executed by Purchaser;
(d) the Transition Services Agreement, duly executed by Purchaser;
(e) the Rebate Administration Agreement, duly executed by Purchaser;
(f) a certificate dated as of the Closing Date and signed by an authorized officer of Purchaser confirming the matters set
forth in Section 10.1 and Section 10.2; and
(g) such other documents and instruments as may be expressly required under this Agreement, or as are customary and
reasonable and requested by Seller to effect the Transactions.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as of the date hereof as follows:
6.1 Organization and Qualification. Seller is a corporation duly incorporated, validly existing and in good standing under the
Laws of the State of California. Seller, and each of Seller’s Affiliates, to the extent such Affiliate provides services in connection with
the PDP Business or the Assets, owns assets used in connection with the PDP Business, or is otherwise directly engaged in the
operation of the PDP Business, has all requisite corporate power and authority to carry on its business as it has been and is currently
being conducted and to own and operate the PDP Business and the Assets. Seller is duly qualified to do business and is in good
standing as a corporation under the Laws of all jurisdictions wherein the conduct of its business or the ownership or operation of its
properties and assets requires such qualification except where the absence of such qualification would not be reasonably expected to
constitute a Seller Material Adverse Effect.
6.2 Authority; Authorization. Seller has all requisite corporate power and authority to execute and deliver this Agreement and
the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transactions. The
execution and delivery of this Agreement and the other Transaction Documents by Seller and the consummation by Seller of the
Transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no other corporate
proceedings on the part of Seller are necessary to authorize this Agreement or any of the other Transaction Documents or to
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