Health Net 2011 Annual Report Download - page 227

material, has a Seller Material Adverse Effect or constitutes a material adverse change or creates a measure for, or further defines the
meaning of, materiality, material adverse change or Seller Material Adverse Effect and their correlative terms for the purposes of this
Agreement. Certain matters disclosed in the Schedules are not believed to be material, and are not required to be disclosed pursuant to
the terms of the representations and warranties in this Agreement. Such immaterial matters are disclosed for informational purposes
only. No disclosure on any section of the Schedules relating to a possible breach or violation of any Contract or Law shall be
construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized term used in any
Schedule or Exhibit, but not otherwise defined therein, shall have the meaning ascribed to such term in this Agreement.
14.12 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the
same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and
delivered to the other Party. A facsimile or PDF copy of the signature page hereof transmitted by a Party shall be effective to
constitute the execution and delivery hereof by such Party.
14.13 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE
WAIVED, PURCHASER AND SELLER HEREBY WAIVE, AND COVENANT THAT IT OR THEY WILL NOT ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY TRANSACTION DOCUMENT, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OF OTHERWISE. THE
PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN INFORMED THAT THE PROVISIONS OF THIS SECTION 14.13
CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE OTHER PARTY HAS RELIED, ARE RELYING AND WILL
RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION 14.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTIES TO THE
WAIVER OF THEIR RIGHTS TO TRIAL BY JURY.
14.14 Jurisdiction; Venue; Service Of Process. Except for any disputes relating to Closing Purchase Price adjustments
covered by Section 4.3 (which shall be resolved pursuant to Section 4.3), each Party agrees that it will bring any action or proceeding
in respect of any claim, suit, action or other proceeding arising out of or related to this Agreement or the Transactions, whether in tort
or Contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York, or if such
claim, suit, action or proceeding may not be brought in such court for jurisdictional reasons, the Supreme Court of the State of New
York, New York County (the “Chosen Court”). With respect to any such claim, suit, action or other proceeding, each Party hereby
(a) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (b) waives, to the fullest extent permitted by applicable
Law, any objection to laying venue in the Chosen Court, and (c) waives any objection that the Chosen Court is an inconvenient forum
or does not have personal jurisdiction over such Party. Each Party hereby consents to service of any process, summons, notice or
document by U.S. registered mail at the applicable address to which notices are to be given pursuant to Section 14.6 and agrees that
such service shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which
it has submitted to jurisdiction in this Section 14.14.
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