Common use of Tax Opinions/Rulings and Representation Letters Clause in Contracts

Tax Opinions/Rulings and Representation Letters. (a) Each of GCP and Grace hereby represents and agrees that (A) it has read or will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete. (b) If any Representation Letters have not yet been submitted, GCP and Grace shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the same as soon as possible and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Grace shall deem necessary or desirable. GCP and Grace shall take such other commercially reasonable actions as may be necessary or desirable, to obtain any Tax Opinions/Rulings that have not yet been obtained. (c) GCP hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), in each case, from and after the date hereof, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, the Representation Letters, or any of the Ancillary Agreements to be untrue. (d) GCP hereby represents and warrants that, during the period beginning two years before the date of the consummation of the Internal Distribution and ending on the Distribution Date (and, in the case of each Foreign Spin-Off, during the two-year period ending on the relevant Foreign Spin-Off Distribution Date), there was no “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 an acquisition, directly or indirectly, of all or a significant portion of either the GCP Capital Stock (or any predecessor) or the stock of any Foreign Subsidiary (or any predecessor) involved in a Foreign-Spin-Off; provided, however, that no representation is made regarding 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 Grace.

Tax Opinions/Rulings and Representation Letters. (a) Each of GCP SpinCo and Grace Parent hereby represents and agrees that (A) it has read carefully reviewed or will read carefully review the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete. (b) If any Representation Letters have not yet been submitted, GCP SpinCo and Grace Parent shall use their commercially reasonable efforts and shall cooperate in good faith to finalize (or cause to be finalized) the same as soon as possible and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Grace Parent shall deem necessary or desirable. GCP SpinCo and Grace Parent shall take such other commercially reasonable actions as may be necessary or desirable, to obtain any Tax Opinions/Rulings that have not yet been obtained. (c) GCP SpinCo hereby represents and warrants that it has no plan or intention of taking to take any action, action or failing to fail to take any action (or causing to cause or permitting permit any member of its Group to take or fail to take any action), in each case, from and after the date hereof, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, the Representation Letters, or any of the Ancillary Agreements to be untrue. (d) GCP SpinCo hereby represents and warrants that, during the period beginning two years before the date of the consummation of the Internal Distribution and ending on the Distribution Date (and, in the case of each Foreign Spin-Off, during the two-year period ending on the relevant Foreign Spin-Off Distribution Date), there was no “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 SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition, directly or indirectly, of all or a significant portion of either the GCP SpinCo Capital Stock (or any predecessor) or the stock of any Foreign Subsidiary (or any predecessor) involved in a Foreign-Spin-OffAHS Capital Stock; provided, however, that no representation is made regarding 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 GraceParent.

Tax Opinions/Rulings and Representation Letters. (a) Each of GCP SpinCo and Grace Parent hereby represents and agrees that (A) it has read carefully reviewed or will read carefully review the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete. (b) If any Representation Letters have not yet been submitted, GCP SpinCo and Grace Parent shall use their commercially reasonable efforts and shall cooperate in good faith to finalize (or cause to be finalized) the same as soon as possible and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Grace Parent shall deem necessary or desirable. GCP SpinCo and Grace Parent shall take such other commercially reasonable actions as may be necessary or desirable, desirable to obtain any Tax Opinions/Rulings that have not yet been obtained. (c) GCP SpinCo hereby represents and warrants that it has no plan or intention of taking to take any action, action or failing to fail to take any action (or causing to cause or permitting permit any member of its Group to take or fail to take any action), in each case, from and after the date hereof, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, the Representation Letters, or any of the Ancillary Agreements to be untrue. (d) GCP SpinCo hereby represents and warrants that, during the period beginning two years before the date of the consummation of the Internal Distribution and ending on the Distribution Date (and, in the case of each Foreign Spin-Off, during the two-year period ending on the relevant Foreign Spin-Off date of any Internal Distribution or the Distribution Date), there was no “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 SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition, directly or indirectly, of all or a significant portion of either the GCP SpinCo Capital Stock (or any predecessor) or the stock of any Foreign Subsidiary (or any predecessor) involved in a Foreign-Spin-OffSection 355 Affiliate Capital Stock; provided, however, that no representation is made regarding 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 GraceParent.