Health Net 2011 Annual Report Download - page 203

6.6 Absence of Certain Changes or Events. Except as set forth on Schedule 6.6, since January 1, 2011, Seller has operated the
PDP Business in all material respects in the ordinary course of business consistent with past practices and there has not been:
(a) any material loss with respect to any Asset, or any material change in the Medicare PDP Contract that has had, or would
be reasonably expected to have, a Seller Material Adverse Effect on the PDP Business (other than changes effective January 1, 2012
in order to conform to Seller’s bid for the 2012 PDP Contract year, which changes have been disclosed to Purchaser in all material
respects);
(b) any event, circumstance, development or change that has had, or would be reasonably expected to have, a Seller
Material Adverse Effect on the PDP Business; or
(c) any change by Seller of its accounting or actuarial methods, principles or practices that is relevant to the PDP Business
other than as required by applicable Law or as required or permitted by GAAP.
6.7 Absence of Litigation. Except as set forth on Schedule 6.7, (i) there is no material suit, action, claim, proceeding or
investigation pending or, to the Knowledge of Seller, threatened against Seller or any Seller Affiliate with respect to or affecting the
PDP Business or any of the Assets, (ii) there is not any judgment, decree, injunction, rule or Order outstanding against, or, to the
Knowledge of Seller, investigation or audit by any Governmental Authority involving Seller, the PDP Business, or any of the Assets
that, individually or in the aggregate has had or would reasonably be expected to have a Seller Material Adverse Effect, and (iii) there
is not currently in effect, and for the twelve months prior to the date of this Agreement there has not been imposed, any sanction or
civil monetary penalty in accordance with 42 CFR 423.752 with respect to the PDP Business.
6.8 Medicare PDP Contract. Seller has delivered to Purchaser a true and correct copy of the Medicare PDP Contract. Except as
set forth in Schedule 6.8, no material restrictions have been placed on the marketing activities associated with the PDP Business that
would survive the Closing, except for restrictions otherwise generally applicable to all contractors in the industry.
6.9 Title to Assets. With respect to the Assets, Seller has, and at the Closing by delivery of the Conveyance Documents to
Purchaser will assign or convey as applicable to Purchaser, good and marketable title to all of the Assets free and clear of all Liens
other than Permitted Liens.
6.10 Tax Matters. Seller has timely filed (taking into account any extension of time within which to file) all material Tax
Returns required to be filed by it in connection with the PDP Business, and all such filed Tax Returns are correct and complete in all
material respects. All Taxes shown to be due on such Tax Returns, and all material Taxes otherwise required to be paid by Seller in
connection with the PDP Business or which, if not paid, could give rise to a Lien on any of the Assets have been timely paid. All
Taxes due and payable by Seller in connection with the PDP Business or which, if not paid, could give rise to a Lien on any of the
Assets have been adequately provided for in the financial statements of Seller for the periods
25