Allocation of Certain Profits and Losses. Profits and Losses described in [Section 3.5(b)(v)] shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), [(k) and (m)].

Specific Allocation of Profits and Losses and Distribution of Distributable Cashflow. Notwithstanding any provision of the Operating Agreement to the contrary, to the fullest extent possible, the activity under this Agreement will be allocated to ​

Share of Operating Profits and Operating Losses. For so long as a Product is being sold in the Shared Territory, Unum and SGI will share all Operating Profits and all Operating Losses (as applicable) for each Product in the Shared Territory on the basis of fifty percent (50%) to SGI and fifty percent (50%) to Unum.

After giving effect to the allocations set forth in Section 7.03, Profits and Losses for any Allocation Year shall be allocated to the Members in accordance with the Members’ Ownership Percentages.

Following the payment of all expenses of liquidation and the allocation of all Profits and Losses as provided in Article V, the proceeds of the liquidation and any other funds of the Company shall be distributed in the following order of priority:

In addition to the payment of all compensation provided under Section 3.1 or Section 3.2, as applicable, each Recipient shall reimburse the applicable Provider for all reasonable out-of-pocket costs and expenses directly or indirectly incurred by such Provider or its Affiliates in connection with providing the applicable services hereunder (including all reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the compensation for such services on [Schedule A] or [Schedule B], as applicable; provided, however, any such costs and expenses expected to exceed $1,000 per month (other than routine business travel and related expenses) that are not consistent with the historical practice between the Parties for any individual service shall require advance approval of the applicable Recipient. Any travel-related expenses incurred by a Provider in performing the applicable services hereunder shall be incurred and charged to the applicable Recipient in accordance with such Provider’s then applicable business travel policies.

No Priority Among Limited Partners. No Limited Partner shall have any priority over any other Limited Partner as to the return of his Initial Capital Contribution or as to compensation by way of income or as to allocation of profits and losses or distributions of cash.

“Allocation Year” means # the Company’s taxable year for U.S. federal income tax purposes, or # any portion of the period described in clause (a) for which the Company is required to allocate Profits, Losses, and other items of Company income, gain, loss or deduction for U.S. federal income tax purposes.

Allocation. The Tax Incidents shall be allocated as follows:

Allocation At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule (the “Allocation Schedule”) allocating the Purchase Price among the assets sold by Seller (the “Allocation”) The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code (“Code”) The Allocation Schedule shall be deemed final unless Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Buyer In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within sixty (60) days after the delivery of the Allocation Schedule to Buyer, such dispute shall be resolved by the parties The fees and expenses of such accounting firm shall be borne equally by Seller, on the one hand, and Buyer, on the other Seller and Buyer each agree to file and cause to be filed all of their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule