Health Net 2011 Annual Report Download - page 201

(b) Except as specified in Schedule 6.4, there is no action, proceeding or investigation pending or, to Seller’s Knowledge,
threatened that could reasonably be expected to result in suspension or cancellation of any of the Necessary Permits.
(c) Except as specified in Schedule 6.4, Seller, and each Seller Affiliate that 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 (but as to each such Seller Affiliate, only with respect to matters relating to or affecting the PDP Business), is in
compliance in all material respects with (i) all Laws applicable to the PDP Business and the Assets, including applicable Laws
relating to the manner in which services provided under the Medicare PDP Contract may be marketed to Enrollees, and (ii) all of the
Necessary Permits.
(d) Except as specified in Schedule 6.4, since January 1, 2006, neither Seller nor any Seller Affiliate has received from any
Governmental Authority any written or oral notification with respect to any conflicts, defaults or violations of Laws applicable to the
PDP Business that would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Except as
specified in Schedule 6.4, during the past four (4) years, and, except as would not reasonably be expected to have a Seller Material
Adverse Effect, during the period January 1, 2006 through December 31, 2007, neither Seller, nor any Seller Affiliate has received
any written notice, citation, suspension, revocation, limitation, warning, or request for repayment or refund issued by a Governmental
Authority that alleges or asserts that Seller or any Seller Affiliate has violated any applicable Law in any material respect or that
requires or seeks to adjust, modify or alter in any material respect the operations, activities or services of the PDP Business that has
not been fully and finally resolved to the Governmental Authority’s satisfaction without further liability to Seller, any Seller Affiliate,
or the PDP Business. Except as specified in Schedule 6.4 and excluding any changes in applicable Law, there are no restrictions
imposed by any Governmental Authority upon Seller or the PDP Business, activities or services that would restrict or prevent the
PDP Business from operating as it currently operates, in all material respects.
(e) During the past four (4) years, and, except as would not reasonably be expected to have a Seller Material Adverse
Effect, during the period January 1, 2006 through December 31, 2007, neither the Seller, any Seller Affiliate that 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 (but as to each such Seller Affiliate, only with respect to matters relating to or affecting
the PDP Business), nor to the Knowledge of the Seller, any of the directors, officers, agents, or employees of Seller or any such Seller
Affiliate (with respect to matters relating to or affecting the PDP Business), in their individual capacities, has directly or indirectly
made or offered to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback to any Person, regardless of form:
(i) in violation of the federal Anti-Kickback Statute, 42 U.S.C. §1320a-7b, or (ii) to obtain or maintain favorable treatment in securing
business in material violation of any applicable Law.
(f) Except as specified in Schedule 6.4, during the past four (4) years, and, except as would not reasonably be expected to
have a Seller Material Adverse Effect, during the period January 1, 2006 through December 31, 2007, neither the Seller, any Seller
Affiliate that
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