New Grace Covenants. Unless, in the case of any of Sections 5.2(a) through (e) below, Grace-Conn. has obtained a ruling letter from the IRS or an opinion of nationally recognized counsel to Grace-Conn., in either case, to the effect that, without material qualification, such act or omission will not adversely affect the federal income tax consequences of the Distribution to any of Grace, Grace-Conn. or the stockholders of Grace-Conn., as set forth in the Tax Opinions, and the substance of, and basis for, such conclusion in such ruling or opinion is reasonably satisfactory to Grace in its good faith solely with regard to preserving the Tax-Free Status of the Distribution:
Appears in 5 contracts
Samples: Tax Sharing Agreement (Grace Specialty Chemicals Inc), Form of Tax Sharing Agreement (Wr Grace & Co/De), Tax Sharing Agreement (Sealed Air Corp/De)
