Grace Group definition
Examples of Grace Group in a sentence
GCP shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any GCP Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the GCP Group or any member of the Grace Group.
Grace 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 Grace Group.
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.
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).
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 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.
To the extent that the Grace Group or the GCP Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Grace’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium.
Any Tax Return for a Post-Distribution Taxable Period shall be the responsibility of the New Grace Group if such Tax Return relates solely to a member or members of the New Grace Group or their respective assets or businesses, and shall be the responsibility of the Packco Group if such Tax Return relates solely to a member or members of the Packco Group or Sealed Air or their respective assets or businesses.
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.
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).