Common use of Liability for Tax-Related Losses Clause in Contracts

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), GCP shall be responsible for, and shall indemnify and hold harmless Grace and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, the Foreign Transactions, the Internal Distribution or the Distribution) of all or a portion of GCP Capital Stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the GCP Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events that cause the Internal Distribution, the Distribution or any Foreign Spin-Off to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of either GCP or any Subsidiary of GCP, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by GCP after the Distribution (including, without limitation, any amendment to GCP’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of GCP stock (including, without limitation, through the conversion of one class of GCP Capital Stock into another class of GCP Capital Stock), (D) any act or failure to act by GCP or any member of the GCP Group described in Section 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver, as applicable, described in Section 7.02(d) or by a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)), or (E) any breach by GCP of its agreement and representations set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, subject to Section 7.05(cUnqualified Tax Opinion or waiver described in clause (A), GCP (B) or (C) of Section 6.01(c) may have been provided), Spinco shall be responsible for, and shall indemnify and hold harmless Grace and its Affiliates and each of their respective officers, directors and employees the Parent Indemnitees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, the Foreign Transactions, the Internal Distribution Separation or the Distribution) of all or a portion of GCP Spinco’s Capital Stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the GCP Group or by any other person or persons Spinco with the implicit or explicit permission of one or more of such officers or directors regarding respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Internal Distribution, the Distribution or any Foreign Spin-Off to be treated as part of a plan pursuant to which one or more Persons acquire, acquire directly or indirectly, stock of either GCP or any Subsidiary of GCP, in each case, indirectly Spinco Capital Stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by GCP Spinco after the Distribution (including, without limitation, any amendment to GCPSpinco’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of GCP stock Spinco Capital Stock (including, without limitation, through the conversion of one class of GCP Spinco Capital Stock into another class of GCP Spinco Capital Stock), (D) any act or failure to act by GCP Spinco or any member of the GCP Group Spinco Affiliate described in Section 7.02 6.01 (regardless of whether such act or failure to act is may be covered by a Ruling, Unqualified Tax Opinion or waiver, as applicable, waiver described in Section 7.02(dclause (A), (B) or by (C) of Section 6.01(c), a Board Certificate described in Section 7.02(e) 6.01(d), or a consent described in Section 7.02(f6.01(e)) or (g)), or (E) any breach by GCP Spinco of its agreement and representations representation set forth in Section 7.016.01(a) – 6.01(e).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, subject to Section 7.05(cUnqualified Tax Opinion or waiver described in clause (A), GCP (B) or (C) of Section 6.01(c) may have been provided), Spinco shall be responsible for, and shall indemnify and hold harmless Grace and its Affiliates and each of their respective officers, directors and employees the Parent Indemnitees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, the Foreign Transactions, the Internal Distribution Separation or the Distribution) of all or a portion of GCP Spinco’s Capital Stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the GCP Group or by any other person or persons Spinco with the implicit or explicit permission of one or more of such officers or directors regarding respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Internal Distribution, the Distribution or any Foreign Spin-Off to be treated as part of a plan pursuant to which one or more Persons acquire, acquire directly or indirectly, stock of either GCP or any Subsidiary of GCP, in each case, indirectly Spinco Capital Stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by GCP Spinco after the Distribution (including, without limitation, any amendment to GCPSpinco’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) , affecting the voting rights of GCP stock Spinco Capital Stock (including, without limitation, through the conversion of one class of GCP Spinco Capital Stock into another class of GCP Spinco Capital Stock), (D) any act or failure to act by GCP Spinco or any member of the GCP Group Spinco Affiliate described in Section 7.02 6.01 (regardless of whether such act or failure to act is may be covered by a Ruling, Unqualified Tax Opinion or waiver, as applicable, waiver described in Section 7.02(dclause (A), (B) or by (C) of Section 6.01(c), a Board Certificate described in Section 7.02(e) 6.01(d), or a consent consultation described in Section 7.02(f6.01(e)) or (g)), or (E) any breach by GCP Spinco of its agreement and representations representation set forth in Section 7.016.01(a) – 6.01(e).