Health Net 2009 Annual Report Download - page 556

Section 18.4. Assignment. This Administrative Services Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this Administrative Services
Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of
the other Parties; provided, however that the Company shall have the right, without the consent of Parent or the Administrator, to
assign all of its rights, duties and obligations under this Administrative Services Agreement (a) to any Subsidiary of the Company or
(b) in connection with the sale of all or substantially all of the capital stock or assets of the Company. For the avoidance of doubt, no
such assignment shall relieve Parent or UHG of their respective obligations under Section 2.4.
Section 18.5. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Administrative Services Agreement shall be
governed by and construed in accordance with the internal laws of the state of [law of domicile] applicable to agreements made and to
be performed entirely within such state, without regard to the choice of law principles thereof. Each of the Parties hereby irrevocably
and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of [ ] sitting in [ ],
and of the United States District Court for the District of [ ] (the “Chosen Courts”) for any litigation arising out of or relating to
this Administrative Services Agreement, or the negotiation, validity or performance of this Administrative Services Agreement, or the
transactions contemplated hereby (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 any Chosen Court that
such litigation brought therein has been brought in any inconvenient forum. The Parties hereby waive the right to any jury trial in any
action, proceeding or counterclaim brought by one Party against another Party.
Section 18.6. Counterparts. This Administrative Services Agreement may be executed and delivered (including by facsimile
transmission or by electronic mail with a pdf scanned attachment) in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
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(b) if to the Administrator, to:
Health Net, Inc.
21650 Oxnard Street
Woodland Hills, CA 91367
Facsimile: [phone]
Attention: Linda V. Tiano, Senior Vice President, General Counsel and Secretary
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.