Health Net 2011 Annual Report Download - page 205

(c) Seller, any Seller Affiliate 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 engaged in the operation of the PDP Business, has
policies and procedures in place with respect to the PDP Business designed to ensure the privacy and security of individually
identifiable health information or other personal information, in compliance in all material respects with applicable Law. In addition,
Seller and each such Seller Affiliate has policies and procedures in place applicable to the PDP Business designed to prevent
improper use or disclosure of or access to individually identifiable health information or other personal information. To the
Knowledge of Seller, since January 1, 2010, no breach has occurred with respect to any unsecured protected health information
maintained by or for the PDP Business that is subject to the notification requirements of 45 CFR §§ 164.406 or 164.408(b) or
comparable state laws applicable to the PDP Business.
6.13 Policies and Procedures Related to PDP Business. Except as set forth on Schedule 6.13, Seller or its Affiliates have
developed and implemented a compliance program including policies and procedures reasonably designed to cause the PDP Business
to be in compliance with all applicable Laws in all material respects.
6.14 Agreements with Brokers. Except as would not, individually or in the aggregate, reasonably be expected to be material to
the PDP Business (a) to the Knowledge of the Seller, each Broker, at the time such Broker wrote, sold, or produced insurance
contracts related to the PDP Business on behalf of the Seller was duly licensed for such business and duly appointed by Seller in
accordance with applicable Laws and (b) to the Knowledge of Seller, no such Broker violated in any material respect any term or
provision of any Law applicable to the writing, sale, production or management of business for Seller.
6.15 No Finder’s Fee. All negotiations relative to the Transaction Documents and the Transactions have been carried out by
Seller directly with Purchaser without the intervention of any Person on behalf of Seller in such manner as to give rise to any valid
claim by any Person against Purchaser for a finder’s fee, brokerage commission or similar payment.
6.16 No Additional Representations. Neither Seller nor any of its Affiliates have made any representations or warranties,
express or implied, of any nature whatsoever relating to the Assets, the Assumed Liabilities, PDP Business or otherwise in connection
with the Transactions, other than those representations and warranties expressly set forth in this Article VI.
6.17 Seller Acknowledgement. Seller acknowledges that it is entering into this Agreement without any representations, express
or implied, by Purchaser or any of Purchaser’s Affiliates except as expressly set forth in Article VII.
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