Examples of New Alpha in a sentence
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.
Within 10 days following the receipt of such written notice, New Alpha and Gholdco shall jointly retain a nationally recognized law firm or “big four” accounting firm, which firm is independent of both parties (the “Independent Firm”), to resolve the dispute.
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.
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.
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.
New Alpha and Gholdco shall provide the Independent Firm with such information or documentation as the Independent Firm deems in its discretion to be necessary for it to make the determinations requested of it.
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.
Except as otherwise provided in this Agreement, Gholdco shall be the Controlling Party with respect to any Covered Group Tax relating to the Generico Business and New Alpha shall be the Controlling Party for any Covered Group Taxes relating to the Alpha Business.
Gholdco and New Alpha shall each timely remit or cause to be timely remitted any Taxes due in respect of any Tax Return it is required to file or cause to be filed pursuant to Section 2.01.
This Agreement cannot be amended except by a written agreement executed by New Alpha and Gholdco.