Health Net 2011 Annual Report Download - page 224

exercise any remedies against the other Party to the extent permitted under Section 13.2(b). The Parties acknowledge that the
agreements contained in this Section 13.2 are an integral part of the transactions contemplated by this Agreement and that, without
these agreements, the parties would not enter into this Agreement.
ARTICLE XIV
ADDITIONAL AGREEMENTS
14.1 Expenses. Except as otherwise provided herein, each of the Parties shall pay its own expenses incidental to the preparation
of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the Transactions, including any
amendments or revisions hereto. If any Party brings an action or suit against any other Party hereunder by reason of any breach of any
of the covenants, agreements or provisions in this Agreement before the Closing Date, the prevailing Party shall be entitled to have
and recover of and from the other Party all costs and expenses of the action or suit, including reasonable attorneys’ fees.
14.2 Transfer Taxes. Each of Purchaser and Seller shall pay fifty percent (50%) of any transfer taxes arising in connection with
the Transactions.
14.3 Entire Agreement; Amendment. This Agreement, the other Transaction Documents and the Non-Disclosure Agreement,
together with any schedules, exhibits or annexes hereto and thereto, set forth the entire understanding of the Parties with respect to the
Transactions. Any and all other previous agreements and understandings between or among the Parties regarding the subject matter
hereof, whether written or oral, are hereby released, merged herein and superseded by this Agreement. Neither party shall be liable or
bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as
specifically set forth in this Agreement, the other Transaction Documents and the Non-Disclosure Agreement. This Agreement shall
not be amended except by a written instrument duly executed by each of the Parties.
14.4 Assignment and Binding Effect. This Agreement may not be assigned by any Party without the prior written consent of
the other Party hereto and any purported assignment in violation of the terms of this Section 14.4 shall be null and void ab initio.
14.5 Waiver. Any term or provision of this Agreement may be waived at anytime by the Party entitled to the benefit thereof by
a written instrument duly executed by such Party. The failure of any Party to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights. No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
14.6 Notices. Any notice, request, demand, waiver, consent, approval, or other communication which is required or permitted to
be given to any Party hereunder shall be in writing and shall be deemed given when received only if delivered to such Party
personally or sent to such Party by overnight courier or by registered or certified mail (return receipt requested), with postage and
registration or certification fees thereon prepaid, in each case addressed to the Party at its address set forth below:
(a) To Seller:
c/o Health Net, Inc.
21650 Oxnard Street
Woodland Hills, CA 91367
Attn: Chief Operating Officer
Facsimile: [phone]
46