Health Net 2009 Annual Report Download - page 554

Section 16.3. [The Parties acknowledge that this Administrative Services Agreement shall terminate and be deemed cancelled,
without financial penalty to the governing authority of Company or to Company itself, not more than sixty (60) days after notification
to the governing authority of Company and Administrator by the New York State Department of Health of a determination that
Company is not providing adequate care or otherwise assuring the health, safety and welfare of its enrollees.]
Section 16.4. Effect of Termination. Notwithstanding the termination of this Administrative Services Agreement, the
Administrator agrees to cooperate with the Company in any Governmental Entity examinations or inquiries relating to the Business or
Legal Proceedings.
ARTICLE XVII.
INDEMNIFICATION
The Parties acknowledge and agree that the indemnification provisions of Article VII of the Stock Purchase Agreement shall
apply to this Agreement.
ARTICLE XVIII.
GENERAL PROVISIONS
Section 18.1. Amendment and Modification. This Administrative Services Agreement may be amended, modified or
supplemented, only by a written agreement signed by each of the Parties. No course of dealing between or among any of the Parties
hereto shall be deemed effective to modify or amend any part of this Administrative Services Agreement or any rights or obligations
of any Party under or by reason of this Administrative Services Agreement. [Any amendments or revisions to this Administrative
Services Agreement shall be effective only with the prior written consent of the Commissioner of the New York State Department of
Health.]
Section 18.2. Waiver of Compliance; Consents. Any failure of the Company, on the one hand, or Parent or the Administrator, on
the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Parent or the
Administrator, or the Company, respectively, only by a written instrument signed by the party granting such waiver, but such waiver
or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Whenever this Administrative Services Agreement requires or permits
consent by or on behalf of any Party, such consent shall be given in writing in a manner consistent with the requirements for a waiver
of compliance as set forth in this Section 18.2.
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This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
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