Health Net 2009 Annual Report Download - page 522

“Tax” means all taxes, charges, fees, levies or other assessments, however denominated and imposed by a taxing authority
whether within or without the United States, including all net income, gross income, gross receipts, sales, use, net proceeds, ad
valorem, turnover, real, personal and other property (tangible and intangible), goods and services, capital, transfer, Premium,
franchise, profits, license, withholding, payroll, employment, excise, estimated, severance, stamp, leasing, lease, user, transfer, fuel,
excess profits, interest equalization, windfall profits, occupation, custom, duties, fees, assessments or charges of any kind whatsoever,
including, without limitation, all interest and penalties thereon, any liability for taxes of a predecessor entity, and the recapture of any
tax items such as investment tax credits, together with any interest and any penalties, additions to tax or additional amounts with
respect thereto, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, whether disputed
or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of other persons, or with respect
to any information reporting requirements imposed by any Governmental Entity.
“Tax Returns” means, collectively, all returns, declarations, reports, claims for refund, information returns and statements
required to be filed with any Governmental Entity under applicable federal, state, local or any foreign Tax Law, and all returns, forms
or other documents required to be retained by the Company in compliance with applicable Tax reporting and withholding Laws.
“Third Party” shall have the meaning set forth in Section 9.1(d).
“Transition G&A” shall have the meaning set forth in Section 16.2(e).
“UHG” shall have the meaning set forth in the preamble of this Administrative Services Agreement.
“United” shall have the meaning set forth in the preamble of this Administrative Services Agreement.
ARTICLE II.
AUTHORITY; ADMINISTRATIVE SERVICES; RETAINED SERVICES
Section 2.1. Appointment.
(a) Subject to Section 2.3 hereof, the Company hereby appoints the Administrator, and the Administrator hereby accepts
such appointment, to provide as an independent contractor of the Company, from and after the Effective Date, on the terms as set
forth in this Administrative Services Agreement, administrative services to administer and operate the Business and to administer and
comply with the Administered Contracts, including delegated Management Functions, other than the Retained Services (collectively,
the “Administrative Services”). The Administrative Services include those services set forth on the attached Schedule 2.1. Nothing in
this Administrative Services Agreement shall relieve the Company from any obligation or duty under any existing contract with a
Governmental Entity, as set forth in the attached Exhibit 2.5 or Exhibit 2.6.
(b) The Company acknowledges and agrees that, pursuant to applicable Law, it is required to, and shall exercise oversight
over the performance of the Administrator’s duties as described herein.
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