Health Net 2011 Annual Report Download - page 215

Transferred Employee terminates his or her employment with Purchaser “for good reason” (as defined under the severance policy of
Seller applicable to such Transferred Employee as of the Closing Date), Seller shall reimburse Purchaser for any severance pay or
other severance benefits provided to such employee (up to the amount of severance provided for under the applicable severance
policy of Seller as of the Closing Date).
(c) Seller agrees, for itself and on behalf of its Affiliates, that it shall not seek to enforce any non-competition obligations
which may be owed to Seller by any of the Transferred Employees with respect to such employee’s employment with Purchaser.
(d) To the extent permitted under applicable Law, Seller shall provide Purchaser with the current salary of each Transferred
Employee.
11.3 Mail and Communications. Seller shall promptly deliver to Purchaser any mail or other communications relating to the
Assets or the PDP Business and that is received by Seller following the Closing. Purchaser shall deliver to Seller all mail intended for
Seller.
11.4 Further Assurance of Cooperation. From and after the date hereof and following the Closing, Seller and Purchaser shall
execute and deliver such further documents and instruments and do such other acts and things as Purchaser or Seller, as the case may
be, may reasonably request in order to effectuate the Transactions, including the Transition Services Agreement and EGWP Services
Agreement.
11.5 Preauthorizations. Purchaser hereby agrees to honor and abide by, and not to rescind, revoke or modify, any
preauthorization of coverage or services given to an Enrollee by Seller during the Pre-Closing Period in good faith in the ordinary
course of business.
11.6 Maintenance of Corporate, Enrollee Care and Accounting Records.
(a) For the Required Period, as defined herein, each Party shall maintain and (subject to customary confidentiality
agreements and subject to applicable patient confidentiality laws, rules and regulations) make available to the other Party, for
inspection and duplication by it and its Representatives for any litigation, audits, investigations, compliance with Law or comparable
reasonable purpose, or to conclude or to effect the Transactions, all Enrollees care, provider claims, accounting records, files,
documents and correspondence relating to the PDP Business or such Party’s operations related to the Assets either before or after the
Closing (provided, however, that in the case of the books and records included in the Assets, the Parties acknowledge it is Purchaser’s
obligation to maintain such books and records at its own cost) and shall not dispose of, alter or destroy any such records, files,
documents and correspondence for such Required Period. Subsequent to such Required Period, each Party may destroy or otherwise
dispose of any such corporate and accounting records, files, documents and correspondence, unless prior to the expiration of the
Required Period the other Party has given notice of its desire for a reasonable opportunity to either take possession of such
information or to make copies thereof (subject to applicable Enrollee confidentiality laws, rules and regulations).
(b) The “Required Period” means (1) for Enrollee and Enrollee-related, information ten (10) years following the Closing
and (2) for any other information or materials, seven (7) years following the Closing, provided, however that if a longer period is
required by
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