Health Net 2009 Annual Report Download - page 485

participation is requested by United with reasonable advance notice, with HN Life Employer Groups that are large groups or
Brokers/Consultants, and (y) cooperate with United’s efforts to transition HN Life Employer Groups and Members to Legacy
United Entities’ Plans and to gain the commitment of Brokers/Consultants to do business with the Legacy United Entities in the
Applicable States.
(c) In accordance with the Transition Schedule, the Parties shall use commercially reasonable efforts to transfer each HN
Life Employer Group’s health care benefits provided by HN Life and the Acquired Companies as a whole (e.g., with respect to a
HN Life Employer Group that has health care benefit insurance products administered by HN Life and health care benefit
insurance products administered by one of the Acquired Companies, the Parties shall use commercially reasonable efforts to
attempt to transition all such products to products (or comparable products) that are offered by one or more Legacy United
Entities), to the extent that comparable products are offered by Legacy United Entities and subject to the choice of the HN Life
Employer Group and the applicable Legacy United Entity’s underwriting guidelines, rating methodologies, eligibility
requirements and other requirements, as such guidelines, methodologies and requirements are applied by United in a manner
consistent with United’s application thereof to business other than the Business.
(d) In connection with the transition of Membership pursuant to Section 2.1, and upon the terms and subject to the
conditions set forth in this Agreement, Seller and HN Life shall use commercially reasonable efforts to (i) cause qualified
employees of HN Life or its Affiliates, to the extent such employees have not been hired by Buyer in accordance with the terms
of the Stock Purchase Agreement, to attend and participate in meetings lead by United, in the manner and to the extent such
attendance and participation is requested by United with reasonable advance notice, with hospitals and hospital systems, other
major health care providers and other significant vendors with contractual relationships with HN Life, in the Applicable States,
as listed in Schedule 2.2(d) and (ii) cooperate with United’s efforts to gain the commitment of such persons to do business with
the Legacy United Entities in the Applicable States.
Section 2.3. Compensation. No cash consideration will be paid to Parent and its Affiliates, on the one hand, or United and its
Affiliates, on the other hand, for the facilitation of the transition of the Business and Membership from HN Life to Legacy United
Entities. The sole consideration for such transition of the Business and Membership shall be the performance of the respective Parties’
obligations hereunder.
Section 2.4. Reporting.
(a) Enrollment Reports. HN Life shall prepare and deliver to United (i) on the Effective Date and on or before the tenth
Business Day of each calendar quarter after the Effective Date until the end of the Transition Period enrollment reports (each, an
“Enrollment Report”) which list, as of the last day of the calendar month preceding each such Enrollment Report, the name,
address, telephone number and renewal date of each HN Life Employer Group, the name, address and telephone number of each
HN Life Employer Group plan administrator and Broker/Consultant, the names of Members, including any HN Life Employer
Groups or Members added to the Membership as a result of retroactive adjustments, any off-
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