Health Net 2011 Annual Report Download - page 207

other Transaction Documents by Purchaser will not: (i) conflict with or violate the Certificate of Incorporation or By-Laws, in each
case as amended or restated, of Purchaser; (ii) conflict with or violate any Laws in effect as of the date of this Agreement applicable
to Purchaser or any of its subsidiaries or by which any of its or their respective properties are bound or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both would become a default) under, or required payment under,
or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the
properties or assets of Purchaser or any of its subsidiaries, except for any such breach, default, payment, termination, amendment,
acceleration, cancellation or creation that would not, individually or in the aggregate, reasonably be expected to have a Purchaser
Material Adverse Effect.
(b) The execution and delivery of this Agreement by Purchaser does not, the execution and delivery of the other
Transaction Documents by Purchaser will not, and assuming that all necessary consents of Governmental Authorities described in
Section 9.3(b) and Section 10.3(b) will have been obtained as of the Closing, performance of this Agreement by Purchaser will not,
require Purchaser to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any
Governmental Authority based on any Laws in effect as of the date of this Agreement, except for the filing of a premerger notification
and report form under the HSR Act and the expiration or termination of the waiting period required thereunder.
7.5 No Finder’s Fee. All negotiations relative to the Transaction Documents and the Transactions have been carried out by
Purchaser directly with Seller without the intervention of any Person on behalf of Purchaser in such manner as to give rise to any
valid claim by any Person against Seller for a finder’s fee, brokerage commission or similar payment.
7.6 Disqualifying Background. Purchaser has never been debarred, suspended, or otherwise excluded from participating in any
state or federally funded healthcare program. Purchaser is not party to any Contract or subject to any Law that reasonably would be
expected to prohibit or materially limit or restrict Purchaser in any manner from owning, operating or utilizing the Assets or
performing and discharging the Assumed Liabilities from and after the Effective Date.
7.7 Purchaser Acknowledgement. Purchaser acknowledges that it is acquiring the Assets without any representations or
warranties, express or implied, by Seller or any of Seller’s Affiliates except as expressly set forth in Article VI.
7.8 No Additional Representations. Neither Purchaser nor any of its Affiliates have made any representations or warranties,
express or implied, of any nature whatsoever relating to the in connection with the Transactions other than those representations and
warranties expressly set forth in this Article VII.
ARTICLE VIII
TRANSACTIONS AND CONDUCT OF BUSINESS PENDING THE CLOSING
8.1 Ordinary Course of Business. Subject to applicable Law and except as otherwise required pursuant to this Agreement,
from the date hereof until the Closing, Seller
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