AND DELIVERED ALL SUCH FURTHER ACTS, DEEDS, ASSIGNMENTS, TRANSFERS, CONVEYANCES,
AND ASSURANCES AS MAY BE REASONABLY REQUESTED BY SUCH OTHER PARTY FOR THE
CONSUMMATION OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT.
8.5
NO SOLICITATION OR NEGOTIATION.
UNLESS THIS AGREEMENT IS
TERMINATED IN ACCORDANCE WITH ITS TERMS, PRIOR TO CLOSING NO SELLER PARTY SHALL,
DIRECTLY OR INDIRECTLY, SOLICIT, ENCOURAGE, NEGOTIATE, ACCEPT, OR APPROVE ANY
OFFERS OR PROPOSALS FROM, OR ENTER INTO ANY CONTRACT WITH, ANY PERSON OTHER THAN
PURCHASER INVOLVING THE MERGER, CONSOLIDATION, OR SALE OF ANY UC PARTY OR
CONCERNING THE OFFER, SALE, OR DISPOSITION OF ANY EQUITY INTERESTS OF ANY UC
PARTY OR OF ANY PORTION OF THEIR RESPECTIVE ASSETS, OR FOR ANY JOINT VENTURE.
EACH SELLER PARTY WILL PROMPTLY NOTIFY PURCHASER IN WRITING OF ITS RECEIPT OF
ANY OFFERS OR SOLICITATIONS REGARDING ANY PROPOSED TRANSACTION DESCRIBED ABOVE.
-43-
8.6
TAXES.
(A)
ALL TRANSFER, DOCUMENTARY, SALES, USE, STAMP, REGISTRATION
AND OTHER SUCH TAXES INCURRED IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BORNE BY PURCHASER.
(B)
WITH ASSISTANCE AND COOPERATION FROM PURCHASER AND THE UC
PARTIES (INCLUDING WITHOUT LIMITATION PURCHASER CAUSING (X) A UC PARTY TO MAKE
OR JOIN IN MAKING ANY TAX ELECTION REQUESTED BY HANCOCK ON A PRE-CLOSING TAX
RETURN AND (Y) THE UC PARTIES, AT THEIR EXPENSE, TO TIMELY PREPARE AND SUPPLY
HANCOCK WITH A TRUE, ACCURATE, AND COMPLETE COPY OF THE APPLICABLE PRO FORMA
PRE-CLOSING TAX RETURN (INCLUDING ANY WORK PAPERS OR ELECTRONIC RECORDS RELATED
THERETO)), HANCOCK SHALL PREPARE OR CAUSE TO BE PREPARED, AND FILE OR CAUSE TO
BE FILED, ALL AT ITS OWN EXPENSE (EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS
PARAGRAPH), THE PRE-CLOSING TAX RETURN OF A UC PARTY IF SUCH TAX RETURN IS IN
RESPECT 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 PURCHASER
SHALL REIMBURSE HANCOCK FOR THE AMOUNT OF ANY TAX RELATING TO SUCH PRE-CLOSING
TAX RETURN TO THE EXTENT (I) SUCH TAX WAS INCLUDED AS A LIABILITY IN THE FINAL
DETERMINATION OF CLOSING NET WORKING CAPITAL PURSUANT TO SECTION 2.7 OR
(II) SUCH TAX IS OTHER THAN A PRE-CLOSING TAX.
PURCHASER SHALL PREPARE OR CAUSE
TO BE PREPARED, AND TIMELY FILE OR CAUSE TO BE TIMELY FILED, ALL OTHER TAX
RETURNS FOR EACH UC PARTY, INCLUDING WITHOUT LIMITATION THE STATE INCOME TAX
RETURNS DESCRIBED IN SECTION 8.6(C).
EACH PARTY UNDERSTANDS AND AGREES THAT ALL
AMOUNTS ON SCHEDULE 2.6(E) ARE ACCRUED IN FULL ON OR PRIOR TO THE CLOSING DATE,
AND THEREFORE THAT ALL FEDERAL AND STATE INCOME TAX DEDUCTIONS FOR THE SAME ARE
PROPERLY ALLOCABLE IN FULL TO TAX PERIODS (OR PORTIONS THEREOF) ENDING ON OR
PRIOR TO THE CLOSING DATE; ACCORDINGLY, EACH PARTY AGREES TO PREPARE AND FILE,
AND CAUSE ITS AFFILIATES TO PREPARE AND FILE, FEDERAL AND STATE INCOME TAX
RETURNS PREPARED BY IT CONSISTENT WITH THIS UNDERSTANDING.
(C)
AS