Health Net 2009 Annual Report Download - page 557

Section 18.7. Interpretation. The article and section headings contained in this Administrative Services 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 Administrative Services Agreement. The Parties are sophisticated, represented by counsel and jointly have participated in the
negotiation and drafting of this Administrative Services 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 Administrative Services Agreement.
Section 18.8. Specific Performance. The Parties agree that irreparable damage would occur in the event any of the provisions of
this Administrative Services 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 Administrative Services 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 18.9. Entire Agreement; Further Assistance. [This Administrative Services Agreement, the Stock Purchase Agreement
(including the 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 18.10. No Third Party Beneficiaries. This Administrative Services Agreement is not intended to, and does not, create
any rights or benefits of any party other than the Parties other than third party rights provided for under Article XVII.
Section 18.11. Severability. Wherever possible, each provision of this Administrative Services 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 Administrative Services Agreement, and this Administrative Services 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.
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The Administrative Services Agreement of Health Net of New York replaces the bracketed text with: “This Administrative
Services Agreement, as approved by the New York State Department of Health, shall be the sole agreement between
Administrator and Company for the purpose of the Management Functions herein and payment to Administrator for
Management Functions and supersedes all prior agreements and understandings, both written and oral, between the Parties with
respect to the subject matter hereof.”
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