Health Net 2011 Annual Report Download - page 214

10.3 Notifications and Consents.
(a) No Order or Law that prohibits or materially restricts the consummation of any of the Transactions shall be in effect.
(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 10.3(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 all 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 Purchaser, and any Affiliates of Purchaser party thereto, shall have executed and delivered each of such agreements.
10.4 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 XI
CERTAIN TRANSACTIONS AND OBLIGATIONS SUBSEQUENT TO CLOSING
11.1 Broker Contracts. At or following the Closing, Seller shall provide such information about its Broker Contracts relating to
the PDP Business to Purchaser as is required by applicable Law, or otherwise reasonably requested by Purchaser, including
information with respect to amounts that may become owing to Brokers following the Closing on account of Enrollees under the PDP
Contract.
11.2 Certain Employees of Seller. Purchaser may offer employment, at its sole discretion, to employees of Seller or its
Affiliates who primarily or exclusively perform services for the PDP Business, the terms and conditions of such employment shall be
at the discretion of Purchaser, subject to the following:
(a) Prior to the Closing, the Parties shall complete a listing of employees, to be set forth on Schedule 11.2(a), to whom
Purchaser shall offer employment effective as of the Closing Date (each a “Transferred Employee” and, collectively, the “Transferred
Employees”). Purchaser’s offers of employment to the Transferred Employee shall be at a salary (including bonus) consistent with
comparable employees of Purchaser, and Purchaser shall offer such Transferred Employee the right to participate in benefits
consistent with comparable employees of Purchaser (such benefits to include, for the first year following the Closing, severance
benefits in an amount at least equal to the severance benefits provided for under the severance policy of Seller applicable to such
Transferred Employee as of the Closing Date).
(b) If, prior to the first anniversary of the Closing Date, either Purchaser terminates the employment of any Transferred
Employee (other than for cause) or any
36