Health Net 2011 Annual Report Download - page 216

applicable Law, then the Required Period shall be such period required by Law. At all times, Purchaser shall maintain all of the books
and records included in the Assets and any information provided to Purchaser concerning former Enrollees in compliance in all
material respects with applicable Laws, including the Health Insurance Portability and Accountability Act of 1996, as it may be
amended or modified from time to time, security standards for the storage, maintenance, transmission, utilization and access to and
privacy of patient information and standards for electronic transactions and data code sets.
11.7 Seller Restrictions. For a one-year period following the Closing Date, Seller shall not, and Seller shall cause its Affiliates
not to, offer a PDP Plan under or pursuant to any Contract between Seller or any Affiliate of Seller and CMS; provided, however, that
nothing in this Section 11.7 shall (a) restrict Seller or any of its Affiliates from marketing and offering to its customers and members a
PDP Plan offered under any Contract between a Person other than Seller or an Affiliate of Seller and CMS; (b) prohibit Seller or any
of its Affiliates from acquiring equity securities of any Person that offers a PDP Plan whose securities are publicly listed on a stock
exchange if such acquisition does not exceed more than five percent (5%) of the total voting power of such Person; (c) prohibit any
Affiliate of Seller that ceases to be an Affiliate of Seller as a result of a Change of Control transaction from marketing and offering
any PDP Plans; (d) prohibit any Person that acquires control (as defined in the definition of Affiliate) of Seller and/or any Affiliates o
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Seller in a Change of Control transaction or any Affiliates of such acquiring Person (other than Seller) from marketing and offering
any PDP Plans; or (e) prohibit any Acquired Business from continuing to market and offer any PDP Plans under or pursuant to any
Contract with CMS in effect as of the date of such acquisition (or any renewal, replacement or extension of such Contract) so long as
the revenues derived thereunder do not constitute more than thirty-three percent (33%) of the consolidated revenues of the Acquired
Business during its last completed fiscal year prior the date it became an Acquired Business.
11.8 Collection of Rebate Receivables Included in Assets. Following the Closing, (i) Seller shall use its commercially
reasonable efforts to invoice and collect all manufacturer rebates included in the Assets; (ii) upon receipt of any payment in respect of
such manufacturer rebates included in the Assets, Seller shall promptly, and in any event not later than thirty (30) days thereafter,
forward the amount so received to Purchaser; and (iii) Seller shall make its employees reasonably available to Purchaser to address
any questions Purchaser may have with respect to the status of such rebates included in the Assets. Purchaser acknowledges that
Seller does not guarantee the collectability of any such rebates included in the Assets.
11.9 Maintenance of Permits. For so long as is required under the Novation Agreement or applicable Law, if longer, Purchaser
shall maintain in full force and effect all Permits required in order for Purchaser to fulfill its obligations after the Closing under the
Medicare PDP Contract, the EGWP Contracts, the Novation Agreement and the EGWP Services Agreement.
11.10 Post-Closing Cooperation and Assistance.
(a) Following the Closing, Purchaser as the novated party under the Medicare PDP Agreement and as the owner of the PDP
Business and Assets will possess, receive or have access to (including from CMS) certain data, reports, records, correspondence and
other
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