Health Net 2011 Annual Report Download - page 222

(d) The indemnities herein are intended solely for the benefit of the Persons expressly identified in this Article XII (and
their permitted successors and assigns) and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be
enforceable by, any other Person.
12.7 No Punitive Damages. Except for Losses recovered by a third party under a Third Party Claim for which indemnification
is sought pursuant to this Article XII, each Party agrees that it will not seek, nor shall it or any other Indemnified Party be entitled to
receive, punitive, consequential, special, incidental or indirect damages, including lost profits or lost revenues, as to any matter under,
relating to or arising out of the Transaction Documents or the Transactions, and that, in particular, no “multiple of profits” or
“multiple of cash flow” or similar valuation methodology will be used in calculating the amount of any Losses.
12.8 Termination of Indemnification. The obligations to indemnify and hold harmless an Indemnified Party pursuant to
Section 12.2(a) and Section 12.3(a) shall terminate when the applicable representation or warranty terminates pursuant to
Section 12.1; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any specific
matter as to which the Person to be indemnified (or its Representative) shall have, before the expiration of the applicable period,
previously made a claim by delivering a written notice delivered in accordance with this Article XII to the Indemnifying Party.
12.9 Sole and Exclusive Remedy. From and after the Closing, except for any additional legal remedies undertaken in respect of
claims based on fraud on the part of an Indemnifying Party or any rights to pursue claims for injunctive or other equitable relief, the
rights and remedies of the Seller Indemnified Parties and the Purchaser Indemnified Parties under this Article XII are exclusive and in
lieu of any and all other rights and remedies that any Seller Indemnified Party or Purchaser Indemnified Party may have under this
Agreement or with respect to any matter or Losses described in Section 12.2(a) or 12.2(b) or in Section 12.3(a) or 12.3(b), and
Purchaser and Seller each hereby expressly waives any and all other rights or remedies that may arise under applicable Law
thereunder or with respect thereto.
ARTICLE XIII
TERMINATION
13.1 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) By mutual written consent of Seller and Purchaser;
(b) By Purchaser, on the one hand, or Seller, on the other hand:
(i) if a court of competent jurisdiction or other Governmental Authority shall have issued an Order or taken any other
action permanently restraining, enjoining or otherwise prohibiting the Transactions and such Order or other action shall have
become final and nonappealable; or
(ii) if the Closing shall not have occurred prior to May 2, 2012 (the “Termination Date”); provided, however that the
right to terminate this Agreement under
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