Health Net 2011 Annual Report Download - page 211

following the Closing, which arrangements shall, unless the Parties otherwise mutually agree, involve either (i) Seller at the Closing
transferring and assigning all of its rights and interests in and to the CSC Contract to Purchaser, and Purchaser assuming all Liabilities
of Seller that arise or accrue under the CSC Contract on or after the Closing Date (in which event the CSC Contract shall constitute an
Asset and Assumed Liability under this Agreement), or (ii) the Parties taking all necessary steps and actions to (x) enable Purchaser
from and after the Closing to receive the services provided under the CSC Contract with respect to the PDP Business and (y) to the
extent Purchaser is provided the benefits of the CSC Contract, cause Purchaser to perform, on behalf of Seller, or otherwise be
responsible for the financial and other obligations of Seller under the CSC Contract. In addition, Seller and Purchaser shall use their
respective commercially reasonable efforts to obtain or cause to be obtained as promptly as practicable any third party consents,
waivers and approvals as shall be necessary to effectuate such arrangements. If Purchaser and Seller are unable prior to the Closing to
reach agreement on the arrangements specified in the first sentence of this Section 8.4(e), after the Closing, Seller through and
pursuant to the Transition Services Agreement shall provide Purchaser with the services received by Seller under the CSC Contract
with respect to the PDP Business or substantially similar services.
8.5 Public Announcements; Confidentiality.
(a) Except as required by applicable Law (including securities laws and regulations of the Securities and Exchange
Commission, or under any rules or regulations applicable to the listing or quoting of the securities of either Seller or any of its
Affiliates on any stock or securities exchange), advance notice of which shall be provided to the other Party to the extent reasonably
practicable, and subject to any requirements or requests of CMS, (i) the Parties agree that they will not issue any press releases or
make any other public announcements or disclosures with respect to this Agreement or the transactions contemplated herein without
the prior approval of the other Party and (ii) each Party will keep the terms of this Agreement confidential and will not disclose such
terms to any third party without the prior approval of the other Party; provided, however, that either Party may disclose any
information concerning the transactions contemplated hereby which it deems appropriate in its reasonable judgment, in light of its
status as a publicly owned company, including without limitation to securities analysts and institutional investors and in press
interviews.
(b) Purchaser and Seller shall, and each shall cause its Representatives to, treat all nonpublic information obtained in
connection with this Agreement and the Transactions as confidential in accordance with the terms of the Non-Disclosure Agreement.
The terms of the Non-Disclosure Agreement are hereby incorporated by reference and shall continue in full force and effect. If this
Agreement is, for any reason, terminated prior to the Closing, the Non-Disclosure Agreement shall continue in full force and effect in
accordance with its terms.
8.6 Finalization and Execution of Transition Services Agreement. (a) As promptly as practicable after the execution of this
Agreement, Purchaser and Seller shall use their respective commercially reasonable efforts (i) to negotiate and agree upon definitive
terms and provisions for the Transition Services Agreement, which definitive terms and provisions shall be generally consistent with
Exhibit F, unless otherwise agreed by Purchaser and Seller, and (ii) to take such other actions as may be reasonably necessary to make
the Transition Services Agreement ready for execution and delivery at the Closing, substantially in the form of Exhibit F. At the
Closing, Purchaser and Seller shall execute and deliver such Transition Services Agreement.
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