Health Net 2009 Annual Report Download - page 506

with a copy to:
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071-1560
Facsimile: [phone]
Attention: James Beaubien, Esq.
Julian Kleindorfer, Esq.
7.5. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the prior written consent of the other parties, which shall not be
unreasonably withheld or delayed.
7.6. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of New York applicable to agreements made and to be performed entirely within such
state, without regard to the choice of law principles thereof. Each of Parent and the Acquired Companies hereby irrevocably and
unconditionally consents to submit to the sole and exclusive jurisdiction of the United States District Court for the Southern District
of New York and of any New York State Court sitting in the Borough of Manhattan, the City of New York (the “Chosen Courts”) for
any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement (and agrees
not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such
litigation in the Chosen Courts and agrees not to plead or claim in the Chosen Courts that such litigation brought therein has been
brought in any inconvenient forum. The parties waive the right to trial by jury with respect to any claims hereunder. The parties
further irrevocably consent to the service of process out of the Chosen Courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 7.4 hereof.
7.7. Interpretation. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. The parties hereto are
sophisticated, represented by counsel and jointly have participated in the negotiation and drafting of this Agreement and there shall be
no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
7.8. Specific Performance. The parties hereto 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 specific
performance of the terms hereof in addition to any other remedies at law or in equity.
7.9. 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 hereto; provided that Oxford Health Plans, LLC shall be a third party beneficiary for purposes of enforcing the
rights of the Acquired Companies.
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