SOON AS PRACTICABLE AFTER THE CLOSING, PURCHASER SHALL
CAUSE EACH UC PARTY TO PREPARE AND FILE ANY APPLICABLE STATE INCOME, SALES, OR
USE TAX RETURNS (OR AMENDMENTS TO PREVIOUSLY FILED STATE INCOME, SALES, OR USE
TAX RETURNS) (X) RELATING TO STATE INCOME, SALES, OR USE TAXES AND CORRESPONDING
TAX PERIODS SCHEDULED IN SCHEDULE 5.11 UNDER THE HEADING "POTENTIAL STATES" AND
(Y) DETERMINED BY PURCHASER OR ITS INDEPENDENT ACCOUNTANT (A) TO HAVE BEEN
REQUIRED TO BE FILED (OR AMENDED) BY SUCH UC PARTY FOR PRE-CLOSING TAX PERIODS
OR (B) TO HAVE THE REASONABLE POSSIBILITY OF RESULTING IN TAX REFUNDS, AND
PURCHASER SHALL CAUSE EACH SUCH UC PARTY TO PAY ANY TAX SHOWN THEREON AS DUE AND
PAYABLE, TOGETHER WITH ANY INTEREST, PENALTIES, FEES, AND OTHER CHARGES PAYABLE
IN CONNECTION WITH SUCH TAX; PROVIDED, HOWEVER, THAT THIS SECTION 8.6(C) SHALL
NOT APPLY TO THE PRE-CLOSING TAX RETURN OF A UC PARTY IF SUCH TAX RETURN IS IN
RESPECT OF OR OTHERWISE IMPACTS 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).
THE "STATE TAX LIABILITY" MEANS (I) THE AGGREGATE AMOUNT PAID BY
THE UC PARTIES TO ANY TAX AUTHORITY PURSUANT TO THIS SECTION 8.6(C), PLUS
(II) THE REASONABLE COSTS AND EXPENSES INCURRED BY THE UC PARTIES IN PREPARING
AND FILING THE TAX RETURNS AND AMENDMENTS DESCRIBED IN THIS
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SECTION 8.6(C) OR OTHERWISE PERFORMING ITS OBLIGATIONS PURSUANT TO THIS
SECTION 8.6(C), LESS (III) ANY TAX REFUNDS RECEIVED BY THE UC PARTIES FROM ANY
TAX AUTHORITY PURSUANT TO FILINGS OR AMENDMENTS MADE PURSUANT TO THIS
SECTION 8.6(C).
AT ANY TIME AND FROM TIME TO TIME AFTER THE EFFECTIVE TIME AND
PRIOR TO THE DATE THAT IS TWO (2) YEARS AFTER THE CLOSING DATE, PURCHASER OR ANY
PURCHASER PARTY MAY SUBMIT A WRITTEN REQUEST TO THE ESCROW AGENT FOR
DISBURSEMENT FROM THE STATE TAX ESCROW PURSUANT TO THE ESCROW AGREEMENT OF AN
AMOUNT EQUAL TO ALL OR ANY PORTION OF THE STATE TAX LIABILITY INCURRED BY ANY
PURCHASER PARTY AS OF THE DATE OF SUCH REQUEST, REDUCED BY 36% (INTENDED TO
CONSTITUTE THE COMBINED FEDERAL AND STATE EFFECTIVE TAX BENEFIT ATTRIBUTABLE TO
THE PAYMENT OF SUCH STATE TAX LIABILITY OR PORTION THEREOF); PROVIDED THAT
NEITHER PURCHASER NOR ANY PURCHASER PARTY SHALL HAVE ANY RIGHT TO SUBMIT ANY
REQUEST FOR DISBURSEMENT TO THE ESCROW AGENT PURSUANT TO THIS
SECTION 8.6(C) UNTIL THE AGGREGATE STATE TAX LIABILITY, REDUCED BY 36%, INCURRED
BY PURCHASER AND THE UC PARTIES EXCEEDS THE AMOUNT FOR STATE INCOME, SALES, OR
USE TAXES INCLUDED AS A LIABILITY IN THE FINAL DETERMINATION OF CLOSING NET
WORKING CAPITAL PURSUANT TO SECTION 2.7.
AT ANY TIME PURCHASER OR ANY
PURCHASER PARTY SUBMITS A REQUEST FOR DISBURSEMENT TO THE ESCROW AGENT PURSUANT
TO THIS SECTION 8.6(C), PURCHASER OR SUCH PURCHASER PARTY SHALL SIMULTANEOUSLY
PROVIDE A COPY OF SUCH REQUEST TO THE SHAREHOLDER REPRESENTATIVE, TOGETHER WITH
DOCUMENTATION SHOWING THE COMPUTATION