GCP Group definition
Examples of GCP Group in a sentence
At the Effective Time, the members of the GCP Group shall have in effect all insurance programs required to comply with the GCP Group’s contractual obligations and such other insurance policies required by Law or as reasonably necessary or appropriate for companies operating a businesses similar to GCP’s.
Grace shall not make, and shall not permit any other member of the Grace Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against GCP or any other member of the GCP Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
GCP will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the GCP Group.
Grace hereby waives compliance by each and every member of the GCP Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Grace Assets to any member of the Grace Group.
No member of the Grace Group shall have any obligation to secure extended reporting for any claims under any Liability policies of any member of the Grace Group for any acts or omissions by any member of the GCP Group incurred prior to the Effective Time.
In no event shall any member of the Grace Group or any Grace Indemnitee have Liability or obligation whatsoever to any member of the GCP Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the GCP Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
GCP hereby waives compliance by each and every member of the Grace Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the GCP Assets to any member of the GCP Group.
No member of the GCP Group shall, without the prior consent of Grace or otherwise as expressly permitted under this Agreement, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Grace’s insurers with respect to any of Grace’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs.
The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Grace Group or the GCP Group, as the case may be.
In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the GCP Group, on the one hand, and the Grace Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Grace’s insurance carrier(s) (including any submissions prior to the Effective Time).