Health Net 2011 Annual Report Download - page 217

information and materials (the “Pre-2012 PDP Data and Records”) that will be necessary for or applicable to the performance of
Seller’s obligations under Section 3.2(a) with respect to the 2011 and prior Coverage Years under the Medicare PDP Agreement.
Accordingly, following the Closing, Purchaser shall fully cooperate with Seller and provide such assistance to Seller as Seller shall
reasonably request in connection with the performance and fulfillment of Seller’s continuing obligations under the Medicare PDP
Agreement with respect to the 2011 and prior Coverage Years, including by delivering or making available to Seller, when and as
reasonably requested by Seller, such Pre-2012 PDP Data and Records as shall be in the possession or under the control of or available
to Purchaser as the novated party under the Medicare PDP Agreement or the owner of the PDP Business and Assets.
(b) Following the Closing, Seller as the novating party under the Medicare PDP Agreement and as the prior owner of the
PDP Business and Assets will possess, receive or have access to (including from CMS) certain Pre-2012 PDP Data and Records that
will be necessary for or applicable to the performance of Purchaser’s obligations under Section 3.1(a) under the Medicare PDP
Agreement. To the extent not included in the services provided pursuant to the Transition Services Agreement, following the Closing,
Seller shall deliver or make available to Purchaser, when and as reasonably requested by Purchaser in connection with the
performance and fulfillment of Purchaser’s obligations under the Medicare PDP Agreement, such Pre-2012 PDP Data and Records as
shall be in the possession or under the control of or available to Seller as the novating party under the Medicare PDP Agreement.
11.11 Certain Requirements Related to EGWP Contracts. Purchaser acknowledges that Seller or an Affiliate thereof has
agreed to comply with certain policies, procedures and contractual provisions, in each case as described on Schedule 11.11, in
connection with the performance of the EGWP Contracts listed on Schedule 11.11. Following the Closing, to the extent applicable to
the performance of such EGWP Contracts (which constitute Assumed Liabilities), and to the extent not the responsibility of Seller or
an Affiliate thereof under the EGWP Services Agreement, Purchaser shall comply with and adhere to such policies, procedures and
provisions (on a “flow down” basis) as if Purchaser were a party or directly subject thereto; provided, however, that to the extent it is
not readily apparent on its face that a section of such policies, procedures or provisions are applicable to Purchaser’s performance of
an EGWP Contract, Purchaser shall not be deemed to have breached this Section 11.11 if Purchaser does not comply with such
section unless and until Purchaser receives written notice that such section is applicable to Purchaser’s performance of such EGWP
Contract. Purchaser acknowledges that such policies, procedures and provisions and the Contracts in which they are found do not
constitute Assets and will not be assigned or sold to Purchaser under this Agreement.
ARTICLE XII
INDEMNIFICATION AND REMEDIES
12.1 Survival. The representations and warranties contained in this Agreement and the other Transaction Documents shall
survive the Closing and remain in full force and effect (a) indefinitely, with respect to matters covered by in Section 6.1 (Organization
and Qualification), Section 6.2 (Authority; Authorization), Section 6.9 (Title to Assets), Section 6.15 (No Finder’s Fee), Section 7.1
(Organization and Qualification), Section 7.2 (Authority; Authorization) and Section 7.5 (No Finder’s Fee) (the “Fundamental
Representations”), (b) for sixty (60) days
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