AND PROOF OF PAYMENT OF THE RELATED STATE
TAX LIABILITY.
THE SHAREHOLDER REPRESENTATIVE SHALL HAVE THE RIGHT TO OBJECT TO
SUCH DISBURSEMENT REQUEST IN ACCORDANCE WITH THE TERMS OF THE ESCROW AGREEMENT.
(D)
PURCHASER SHALL NOT MAKE, NOR PERMIT ANY UC PARTY TO MAKE, ANY
ELECTION (INCLUDING WITHOUT LIMITATION ANY ELECTION UNDER SECTION 338 OF THE
CODE) OR TAKE ANY OTHER ACTION, NOR PERMIT ANY UC PARTY TO TAKE ANY ACTION,
INCLUDING THE SETTLING OF A TAX AUDIT, WITH REGARDS TO TAXES THAT MAY IMPACT
HANCOCK'S LIABILITY FOR INDEMNIFICATION UNDER SECTION 9.2 OR HANCOCK'S OR ITS
AFFILIATES' LIABILITY TO ANY TAX AUTHORITY, WITHOUT IN EACH SUCH INSTANCE THE
PRIOR WRITTEN CONSENT OF HANCOCK.
SUBJECT TO SECTION 8.6(C), PURCHASER MAY NOT
AMEND, NOR PERMIT ANY UC PARTY TO AMEND, ANY TAX RETURN FILED BY A UC PARTY
WITHOUT IN EACH SUCH INSTANCE THE WRITTEN CONSENT OF HANCOCK.
PURCHASER SHALL,
OR SHALL CAUSE EACH RELEVANT UC PARTY TO, MAKE ALL AVAILABLE TAX ELECTIONS AND
TIMELY TAKE ANY OTHER ACTIONS NECESSARY TO FOREGO THE CARRYBACK OF TAX
ATTRIBUTES OF ANY UC PARTY FROM TAX PERIODS ENDING AFTER THE CLOSING DATE TO ANY
PRE-CLOSING TAX PERIOD OF AN AFFILIATED GROUP THAT INCLUDES ONE OR MORE OF
HANCOCK OR ITS PRESENT OR FORMER AFFILIATES (OTHER THAN AN AFFILIATED GROUP
COMPRISED SOLELY OF ONE OR MORE OF HOLDINGS AND ITS PRESENT OR FORMER
SUBSIDIARIES), AND IN ANY EVENT HANCOCK AND ITS AFFILIATES SHALL NOT BE LIABLE
TO PURCHASER OR ANY UC PARTY FOR THE UTILIZATION OF ANY SUCH CARRYBACK.
(E)
UPON REQUEST FROM HANCOCK, PURCHASER SHALL, AND SHALL CAUSE
EACH UC PARTY TO, REASONABLY COOPERATE WITH HANCOCK TO FILE AMENDED PRE-CLOSING
TAX RETURNS IN RESPECT OF ONE OR MORE OF THE UC PARTIES, AS SPECIFIED IN EACH
SUCH REQUEST.
IF ANY TAX REFUND FROM AN AMENDED PRE-CLOSING TAX RETURN WAS NOT
INCLUDED AS AN ASSET IN THE FINAL DETERMINATION OF CLOSING NET WORKING CAPITAL
PURSUANT TO SECTION 2.7, PURCHASER SHALL REMIT SUCH AMOUNT TO THE PAYING AGENT
FOR DEPOSIT INTO THE PAYING AGENT ACCOUNT WITHIN FIVE (5) BUSINESS DAYS OF
PURCHASER OR THE APPLICABLE UC PARTY RECEIVING SUCH TAX REFUND FROM THE
APPLICABLE TAXING AUTHORITY.
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(F)
PURCHASER SHALL NOTIFY HANCOCK IN WRITING WITHIN FIVE
(5) BUSINESS DAYS AFTER RECEIPT BY PURCHASER OR ANY UC PARTY AFTER THE CLOSING
OF ANY WRITTEN NOTICE OF EXAMINATION, AUDIT OR PROCEEDING WITH RESPECT TO ANY
PRE-CLOSING TAX RETURN IN RESPECT OF ONE OR MORE OF THE UC PARTIES.
AT THE
ELECTION OF HANCOCK, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 9.4, HANCOCK SHALL HAVE THE RIGHT TO EXERCISE CONTROL OVER THE HANDLING,
DISPOSITION AND/OR SETTLEMENT OF ANY SUCH EXAMINATION, AUDIT OR PROCEEDING.
(G)
AFTER THE CLOSING DATE, EACH PARTY SHALL PROVIDE TO EACH OTHER
PARTY, AT SUCH OTHER PARTY'S EXPENSE, SUCH INFORMATION AND ASSISTANCE AS IS
REASONABLY REQUESTED BY THE OTHER PARTY FOR THE PURPOSE OF COMPLETING AND FILING
ANY TAX RETURNS, CLAIMING ANY REFUNDS OR CREDITS AND RESPONDING TO, DEFENDING
AGAINST OR CONDUCTING ANY ACTION, SUIT,