Health Net 2009 Annual Report Download - page 174

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(ii) Closing Deliveries. No later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer (A) the
2010 Medicare Estimated Income Statement and the calculations of the 2010 Estimated Medicare Revenue-Based Payment
Amount and the 2010 Estimated Medicare Profit/Loss Amount, and (B) a certificate of a duly authorized officer of Seller
certifying that the deliveries in clause (A) above have been prepared in good faith.
(iii) Payments.
(A) Subject to clause (E) below, Buyer shall pay to Seller an amount equal to the 2010 Estimated Medicare Revenue-
Based Payment Amount.
(B) No later than January 31, 2011, Seller shall deliver to Buyer the 2010 Medicare Actual Income Statement along with
a calculation of the 2010 Actual Medicare Revenue-Based Payment Amount and the 2010 Actual Medicare
Profit/Loss Amount and a certificate of a duly authorized officer of Seller certifying that such deliveries have been
prepared in good faith.
(C) With respect to the 2010 Actual Medicare Revenue-Based Payment Amount:
(1) Subject to clause (E) below, if the 2010 Actual Medicare Revenue-Based Payment Amount is greater than the
2010 Estimated Medicare Revenue-Based Payment Amount, then Buyer will pay the difference between the
two amounts to Seller (such amount, the “2010 Buyer Medicare Revenue True-Up Payment”).
(2) Subject to clause (E) below, if the 2010 Estimated Medicare Revenue-Based Payment Amount is greater than
the 2010 Actual Medicare Revenue-Based Payment Amount, then Seller will pay the difference between the
two amounts to Buyer (such amount, the “2010 Seller Medicare Revenue True-Up Payment”).
(D) With respect to the 2010 Actual Medicare Profit/Loss Amount:
(1) If the 2010 Actual Medicare Profit/Loss Amount is greater than zero, Buyer will pay the amount of the 2010
Actual Medicare Profit/Loss Amount to Seller.
(2) If the 2010 Actual Medicare Profit/Loss Amount is less than zero, then Seller will pay the absolute value of the
2010 Actual Medicare Profit/Loss Amount to Buyer.
(E) Any 2010 Estimated Medicare Revenue-Based Payment Amount or 2010 Buyer Medicare Revenue True-Up
Payment to be paid by Buyer to Seller pursuant to Section 1.4(b)(iii)(A) or Section 1.4(b)(iii)(C)(1) will be paid only
to the extent that such payment would cause the Net Business Payment Amount to exceed the amount of the Initial
Business Payment. Any 2010