Health Net 2011 Annual Report Download - page 206

ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as of the date hereof as follows:
7.1 Organization and Qualification. Purchaser is a corporation duly incorporated, validly existing and in good standing under
the Laws of the State of Pennsylvania. Purchaser has all requisite corporate power and authority to carry on its business as it has been
and is currently being conducted, to own and operate the business and assets used in connection therewith. Purchaser 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 Purchaser Material Adverse Effect.
7.2 Authority; Authorization. Purchaser 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 when executed, the other Transaction Documents by Purchaser and the consummation
by Purchaser of the Transactions have been duly authorized by all necessary corporate action and no other corporate proceedings on
the part of Purchaser are necessary to authorize this Agreement or the other Transaction Documents or to consummate the
Transactions. Each of this Agreement and the other Transaction Documents has been, or when executed shall have been, duly
executed and delivered by Purchaser and, assuming the due authorization, execution and delivery thereof by Seller, constitutes, or will
constitute, the legal, valid and binding obligation of Purchaser, enforceable in accordance with its respective terms subject to the
Enforceability Exceptions.
7.3 Permits; Compliance with Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a
Purchaser Material Adverse Effect:
(a) Purchaser is in possession of all Permits necessary to own the Assets and to operate the PDP Business as proposed to be
conducted pursuant to the Medicare PDP Contract;
(b) there is no action, proceeding or investigation pending or, to Purchaser’s Knowledge, threatened that could reasonably
be expected to result in suspension or cancellation of any of such Permits, the suspension or cancellation of which would affect its
ability to consummate the Transactions, conduct and operate the PDP Business after the Closing or perform and discharge the
Assumed Liabilities after the Closing;
(c) Purchaser is in compliance with (i) all Laws applicable to its business and (ii) all of its Permits, the noncompliance with
which would affect its ability to consummate the Transactions, conduct and operate the PDP Business after the Closing or perform
and discharge the Assumed Liabilities after the Closing; and
(d) Purchaser has not received from any Governmental Authority any written or oral notification with respect to conflicts,
defaults or violations of Laws that would affect its ability to consummate the Transactions, conduct and operate the PDP Business
after the Closing or perform and discharge the Assumed Liabilities after the Closing.
7.4 No Conflict; Required Filings and Consents.
(a) Assuming the satisfaction of the conditions described in Section 9.3(b) and Section 10.3(b), the execution and delivery
of this Agreement and the other Transaction Documents by Purchaser does not, and will not, and the performance of this Agreement
and the
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