Health Net 2009 Annual Report Download - page 496

Section 8.9. Specific Performance. The Parties agree that irreparable damage would occur in the event any of the provisions of
this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to an injunction to
prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in
addition to any other remedy to which they are entitled at Law in equity.
Section 8.10. Entire Agreement; Further Assurance. This Agreement, the Stock Purchase Agreement (including the agreements,
schedules, exhibits, documents or instruments referred to therein) and the other Transaction Documents embody the entire agreement
and understanding of the Parties in respect of the subject matter hereof and thereof and supersede all prior agreements and
understandings, both written and oral, among the parties, or between any of them, with respect to the subject matter hereof and
thereof. The Parties agree that, on and after the Effective Date, they shall execute any documents, instruments or conveyances of any
kind which may be reasonably necessary to carry out any of the provisions hereof.
Section 8.11. No Third Party Beneficiaries. This Agreement is not intended to, and does not, create any rights or benefits of any
party other than the Parties.
Section 8.12. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never
been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause
completion of the transactions contemplated hereby to be unreasonable.
Section 8.13. Construction. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other
gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the
specified Article or Section of this Agreement; (v) the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or”; (vi) the term “including” means “including without limitation”; (vii) the term “foreign” is used
with respect to the United States; and (viii) unless the context otherwise requires, an accounting term not otherwise defined in this
Agreement has the meaning assigned thereto in accordance with GAAP, consistently applied in accordance with the historical
practices of Parent, Seller and HN Life, as the case may be, insofar as such practices are in accordance with GAAP. Whenever this
Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.
Section 8.14. Duration. This Agreement shall commence as of the Effective Date and shall continue in effect until the
termination date of the final HN Life Health Plan Contract and Renewal Contract, on which date it shall automatically terminate.
Section 8.15. Survival. Articles V, VI, VII and VIII (other than Section 8.5) shall survive the termination of this Agreement.
[Signature Pages follow]
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