Alpha Group definition
Examples of Alpha Group in a sentence
The Alpha Group and the Generico Group shall retain all Information in accordance with Section 6.04 of the Separation Agreement.
Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New Alpha.
Except as otherwise required by law, upon the exercise of any option to purchase Gholdco stock from Gholdco, Gholdco shall claim any Tax deduction attributable to such exercise on its Tax Returns no member of the Alpha Group shall claim such deduction on its Tax Returns.
In the event of a disagreement between any member of the Generico Group and/or any member of the Alpha Group concerning the reasonableness of withholding such consent, no disclosure will be made prior to a final, nonappealable resolution of such disagreement by a court of competent jurisdiction.
The Generico Parties agree, for themselves and as agents for each other member of the Generico Group, not to make any claim or demand, or commence any Proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against either of the Alpha Parties or any other member of the Alpha Group or any of their respective directors, officers and employees, with respect to any Liabilities released pursuant to this Section 4.01.
Prior to any transfer thereof, the applicable member of the Alpha Group shall, at Generico’s expense, operate and maintain such Generico Asset in the ordinary course of business consistent with past practice until such transfer is effective.
Prior to or as promptly as practicable after the Distribution Time, the Generico Parties shall deliver to the Alpha Parties all corporate books and records and other Data and Records of each member of the Alpha Group in the Generico Parties’ possession and the relevant portions (or copies thereof) of all Data and Records in the possession of a member of the Alpha Group that constitute Alpha Assets.
The party responsible for making the Compensation Payments pursuant to the Employee Matters Agreement shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection with the Compensation Payments made to all Alpha Group Employees and Former Employees.
Unless otherwise provided herein, at or prior to the Distribution Time, New Alpha will execute and deliver (and, where applicable, cause a member of the Alpha Group to execute and deliver) to Gholdco (and/or to the appropriate member of the Generico Group), and Gholdco will execute and deliver (and, where applicable, cause a member of the Generico Group to execute and deliver) to New Alpha (and/or to the appropriate member of the Alpha Group), all of the Transaction Agreements.
Without limiting the foregoing, after the Distribution Time, the Alpha Parties will not, and will not permit any member of the Alpha Group to, renew, extend, modify, amend or supplement any Alpha Financial Instrument in any manner that would increase, extend or give rise to any Liability of a member of the Generico Group under such Alpha Financial Instrument.