Examples of Grace Business in a sentence
Unless otherwise specifically provided in this Agreement or the Distribution Agreement, the New Grace Group shall pay all Taxes and shall be entitled to receive and retain all refunds of Taxes with respect to periods beginning after the Distribution Date which are attributable to the New Grace Business.
The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates (A) solely to the Grace Business, the Grace Sold and Discontinued Businesses or the Legacy Sold and Discontinued Businesses that constitute Grace Assets, (B) solely to the GCP Business, the GCP Sold and Discontinued Businesses or the Legacy Sold and Discontinued Businesses that constitute GCP Assets or (C) to both.
Assets, the New Grace Business, or the Liabilities of the New Grace Group, including, in each case, all active agreements, active litigation files and government filings.
Following such expiration, each Party will be deemed to have a paid-up, irrevocable, fully transferrable non-exclusive license to use the Background Information of the other Party solely within its respective GCP Business or Grace Business.
Neither GCP nor its sub-licensee shall extend the sub-license to (i) a customer or an Affiliate with respect to conducting activities outside the GCP Business or with respect to conducting activities competing with Grace in the Grace Business.
GCP may extend this license to an Affiliate (provided that such Affiliate(s) do not conduct business within the Grace Business) to the extent necessary for the Affiliate to conduct the GCP Business (but any such extension shall terminate in the event such person ceases to be an Affiliate of GCP).
In connection with the foregoing, Grace shall prepare audited annual and unaudited interim financial statements prepared in accordance with US GAAP and in compliance with Regulation S-K under the Securities Act for the Packaging Business (including Grace after giving effect to the Distribution) and for the New Grace Business, and such financial statements shall be included in the Registration Statements and the Joint Proxy Statement as may be appropriate.
Such separation shall be effected in a manner that does not unreasonably disrupt either the Packaging Business or the New Grace Business and minimizes, to the extent practicable, current and future costs (and losses of tax or other economic benefits) of the respective Businesses.
Neither Grace nor its sub-licensee shall extend the sub-license to a customer or an Affiliate with respect to conducting activities outside the Grace Business or with respect to conducting activities competing with GCP in the GCP Business.
For avoidance of doubt, any sub-license granted by Grace hereunder is limited to sub-licensee’s activities within the Grace Business.