Health Net 2011 Annual Report Download - page 204

covered by such financial statements and in the books and records of Seller for all period ending on or prior to the date hereof. No
material deficiency with respect to Taxes relating to or that otherwise affects the PDP Business or the Assets has been proposed,
asserted or assessed against Seller that has not been paid in full or fully resolved in favor of Seller.
6.11 Material Contracts.
(a) The Medicare PDP Contract, EGWP Contracts and the CSC Contract (the “Material Contracts”) are valid, binding and
enforceable against the Seller and, as to the Seller, are in full force and effect. To the Knowledge of Seller, all of such Material
Contracts are in full force and effect as to the Persons other than Seller who are a party thereto. Except as set forth on Schedule 6.11
(a), Seller has made available to Purchaser true and correct copies of the Medicare PDP Contract and the EGWP Contracts (except
that client names have been redacted).
(b) Except as set forth on Schedule 6.11(b), the Material Contracts are the only Contracts material to the operation of the
PDP Business as operated by Seller prior to the Closing.
(c) Except as set forth on Schedule 6.11(c), none of Seller or, to the Knowledge of Seller, any other party thereto, is in
breach of, or default under, any of the Material Contracts, and no event has occurred that with notice or passage of time or both would
constitute such a breach or default thereunder by Seller or, to the Knowledge of Seller, any other party thereto, except for such
breaches and defaults as individually or in the aggregate would not have a Seller Material Adverse Effect.
6.12 Privacy and Information Security Except as set forth on Schedule 6.12:
(a) The PDP Business is and 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, has been operated in compliance in all
material respects with the applicable privacy, security, breach notification and other relevant provisions and requirements of the
Health Insurance Portability and Accountability Act, Pub. L. 104-191 (“HIPAA”) and any comparable state laws applicable to the
PDP Business for individually identifiable health information. 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 (or, to the Knowledge of Seller, oral) communication from any Governmental Authority
that alleges that the PDP Business, or the operation thereof, is not in compliance in any material respect with the applicable privacy,
security, breach notification and other relevant provisions and requirements of HIPAA or any comparable state laws applicable to the
PDP Business for individually identifiable health information.
(b) Since January 1, 2010, Seller has not received any material written (or, to the knowledge of Seller, oral) complaints or
notices of investigation, from any Person (including any patient, client or customer) regarding the PDP Business’ or any of the
Seller’s agents’, employees’, or contractors’ use or disclosure of, or security practices regarding, Enrollees’ individually identifiable
health information or other personal information.
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