Health Net 2011 Annual Report Download - page 213

9.2 Compliance with Agreement. Seller has performed and complied in all material respects with all agreements and covenants
contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing.
9.3 Notifications and Consents.
(a) No Order or Law that prohibits or materially restricts the consummation of any of the Transactions shall be in effect or
pending.
(b) The authorizations, consents, Orders or approvals of, or declarations or filings with, or expiration of other waiting
periods imposed by, any Governmental Authority described in Schedule 9.3(b) have been filed, have occurred or have been obtained,
as the case may be.
(c) No action, suit, claim or proceeding by any Governmental Authority or any other Person against Seller or Purchaser
that seeks to restrain, prevent or materially delay or restructure the Transactions or would otherwise have a Seller Material Adverse
Effect shall be pending.
(d) On or before the Closing Date, the Parties shall have agreed upon definitive terms for the Transition Services
Agreement, the EGWP Services Agreement and the Rebate Administration Agreement as contemplated in Sections 8.6, 8.7 and 8.8,
and Seller, and any Affiliates of Seller party thereto, shall have executed and delivered each of such agreements.
9.4 PDP Contract Novation. The consent of CMS to the PDP Contract Novation shall have been duly obtained and be in
full force and effect.
ARTICLE X
CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS
All obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of
the following conditions precedent (any of which may be waived in writing in whole or in part by Seller, in its sole discretion):
10.1 Representations and Warranties. The representations and warranties of Purchaser set forth in this Agreement shall be
true and correct in all material respects as of the date hereof and at and as of the Closing Date as though made on such date, except to
the extent that such representations and warranties are qualified by “material” or “material adverse effect,” in which case such
representations and warranties (as so written, including the term “material” or phrase “material adverse effect”) shall be true and
correct in all respects at and as of the Closing Date.
10.2 Compliance with Agreement. Purchaser has performed and complied in all material respects with all agreements and
covenants contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing.
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