Examples of New Alpha in a sentence
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.
The testing entity of the Product shall determine the source of the non-compliance (i.e., Generico Manufacturing or New Alpha Manufacturing).
Following the decision of the Independent Firm, New Alpha and Gholdco shall each take or cause to be taken any action necessary to implement the decision of the Independent Firm.
If the independent third party testing entity states that it is unable to make a determination as a result of NEW ALPHA’s or GENERICO’s, as applicable, decision to not disclose Proprietary Information, the non-compliance of the applicable Rejected Product will be deemed to have resulted from (A) New Alpha Manufacturing in the event NEW ALPHA is the non-disclosing Party or (B) Generico Manufacturing in the event GENERICO is the non-disclosing Party.
This Agreement cannot be amended except by a written agreement executed by New Alpha and Gholdco.
If the independent third party testing entity’s determination is inconclusive, then the non-compliance of such Rejected Product will be deemed to have resulted 50% from New Alpha Manufacturing and 50% from Generico Manufacturing.
From and after the Distribution Date, if New Alpha and Gholdco cannot agree on the calculation of any liability under this Agreement, or the interpretation or application of any provision under this Agreement, either party may provide to the other party written notice of intent to invoke the dispute resolution procedures of this Article VI.
The Independent Firm shall have 90 days from the date that it is selected in which to make such determinations, unless New Alpha and Gholdco mutually agree on an extension of such period or the Independent Firm, in its discretion, determines that an extension of such period is warranted by exceptional circumstances.
Any payment that may be due under this Agreement is to be made by wire transfer of immediately available funds to the account designated by Gholdco or New Alpha in such notice or by any other method as shall be agreed upon by Gholdco and New Alpha.
Gholdco and New Alpha shall give each other prompt written notice of any payment that may be due under this Agreement, provided that any failure to notify shall not cause any party to forfeit substantive rights, except to the extent the other party is materially prejudiced thereby.