Fill and Sign the Blue Cross and Blue Shield of Missouri a Corporation Duly Form

NOVATION AGREEMENT Blue Cross and Blue Shield of Missouri, a corporation dulyorganized and existing under the laws of the State of Missouri,with its principal office in St. Louis, Missouri ("Transferor");Healthy Alliance Life Insurance Company, a life and healthinsurance company duly organized and existing under the laws ofthe State of Missouri, with its principal office in St. Louis,Missouri ("Transferee"); the Blue Cross and Blue ShieldAssociation, a not-for-profit corporation duly organized andexisting under the laws of the State of Illinois, with itsprincipal offices in Chicago, Illinois and Washington, D.C.("Association"); and the United States Of America ("Government")enter into this Agreement as of ___________________, ____("Effective Date"). (a) THE PARTIES AGREE TO THE FOLLOWING FACTS: (1) The Government, represented by various ContractingOfficers of the U.S. Office of Personnel Management ("OPM"), hasentered into a certain contract with Transferor through theAssociation; namely, Contract No. CS 1039 pursuant to the FederalEmployee Health Benefits Program. The term "the Contract" asused in this Agreement, means Contract No. CS 1039, including allmodification, made between the Government and Transferor beforethe effective date of this Agreement (whether or not performanceand payment have been completed and releases executed if theGovernment or Transferor has any remaining rights, duties, orobligations under this contract). Included in the term "theContract" are also all modifications made under the terms andconditions of this Contract and purchase orders between theGovernment and Transferee, on or after the effective date of thisAgreement. (2) As of the Effective Date, Transferor has transferred toTransferee all of its existing contracts of insurance, on anassumption reinsurance basis, as part of a settlement agreementin order to resolve certain litigation and disputes with theMissouri Attorney General, Missouri Department of Insurance, andothers. (3) Transferee has acquired all the existing contracts ofinsurance of Transferor by virtue of the above transfer. (4) Transferee has assumed all obligations and liabilitiesof Transferor under the Contract by virtue of the above transfer. (5) Transferee is in a position to fully perform allobligations that may exist under the Contract. (6) It is consistent with the Government's interest torecognize Transferee as the successor party to the Contract. (7) Evidence of the above transfer has been filed with the
Office and all documents of reference and are in government possession. In response to an inquiry from government that a copy of this agreement be attached,