Health Net 2011 Annual Report Download - page 210

(c) Without limiting the scope of Section 8.4(a), each of the Purchaser and Seller shall (and, to the extent required, shall
cause its Affiliates to) use reasonable best efforts to (i) comply as promptly as practicable after the date hereof, and in any event use
reasonable best efforts to comply on or prior to the date that is thirty (30) days after the date hereof, with the notification and
reporting requirements of the HSR Act and request early termination of the waiting period under the HSR Act. Purchaser and Seller
shall promptly furnish to the other such information and assistance as is reasonably requested in connection with such filings or
submissions. Purchaser and Seller shall keep each other apprised of the status of communications with, and inquiries or requests for
additional information from, any Governmental Authorities that have authority under the HSR Act in connection with any such
filings, and shall comply promptly with any such inquiry or request. In furtherance of the foregoing, each of Purchaser and Seller
shall promptly furnish to the other Party copies of any notices or written communications received by it or any of its Affiliates from
any such Governmental Authority with respect to the Transactions, and subject to applicable Laws, Purchaser or Seller, as applicable,
shall permit counsel to the other an opportunity to review in advance, and shall consider in good faith the views of such counsel in
connection with, any proposed written communications by it and/or its Affiliates to any such Governmental Authorities concerning
the Transactions. Subject to applicable Laws, each of Purchaser and Seller agrees to provide the other and its counsel the opportunity,
on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between
Purchaser or Seller, as applicable, and/or any of its Representatives, on the one hand, and any such Governmental Authorities, on the
other hand, concerning or in connection with the Transactions. Seller and Purchaser will each be responsible for and pay its respective
filing fee obligations to Governmental Authorities under the HSR Act in connection with the Transactions.
(d) As promptly as practicable after the date hereof, and in any event not later than ten (10) Business Days after the date
hereof, Seller and Purchaser shall jointly prepare and file with CMS a request for CMS to approve and consent to the novation of the
Medicare PDP Contract from Seller to Purchaser pursuant to the Novation Agreement (the “PDP Contract Novation”). Such request
shall include all of the information and documentation required pursuant to 42 CFR § 423.552 and any additional information
required or advisable pursuant to applicable Law. Thereafter, and without limiting the scope of Section 8.4(a), to the extent not
previously included in such request, (i) Seller and Purchaser shall, as necessary or appropriate, update the PDP Contract Novation
request to include all of the information required pursuant to 42 CFR § 423.552 and any additional information required or advisable
pursuant to applicable Law, (ii) each Party shall furnish to the other Party such necessary information and reasonable assistance as the
other Party may request in connection with its preparation of any filing or submission in connection with the PDP Contract Novation,
and keep the other Party apprised of the status of any communications with, and inquiries or requests for additional information from,
CMS or other Governmental Authority, (iii) each Party shall comply promptly with any such inquiry or request, and (iv) the Parties
will use their commercially reasonable efforts to satisfy all other requirements applicable to the PDP Contract Novation pursuant to
42 CFR § 423.551(d) and any other applicable Law.
(e) As promptly as practicable after the execution of this Agreement, Purchaser and Seller shall use their respective
commercially reasonable efforts to negotiate and agree upon definitive, mutually acceptable arrangements for addressing the CSC
Contract
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