Money Purchase allocation. For a Money Purchase Plan (other than a Money Purchase Plan which is integrated by allocation):

In the event Seller is unable to obtain all Expansion Permits and Approvals prior to the Closing Date, the parties shall proceed to Closing, but the Purchase Price shall be reduced by FIFTY THOUSAND DOLLARS ($50,000) (the “Expansion Allocation”). The Expansion Allocation shall be held in escrow by the Title Company. In the event that, on or after the Closing Date, Seller obtains all Expansion Permits and Approvals, the Title Company shall release the Expansion Allocation to Seller within three (3) business days following the date that Seller assigns all Expansion Permits and Approvals to Buyer.

Used primarily for the allocation of costs incurred for system dispatch, fuel procurement and settlements, plant support, and planning services for those Client Companies that procure such services under this Service Agreement.

Information with respect to Operator’s estimated manpower requirements and costs and Operator’s allocation procedures under the Accounting Procedure;

Estimated Purchase Price. No more than five (5) Business Days and no less than three (3) Business Days prior to the Closing, the Seller Representative (on behalf of the Sellers) shall deliver to Buyer # a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses (including the Management Bonus Amount), the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price (the “Estimated Purchase Price”) based on such estimates and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]), # a determination of the Pro Rata Percentage and Percentage Allocation of each Seller and the Holdback Allocation for each Seller (other than AIG). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].

Agreement to Share Costs. Upon the terms and subject to the conditions contained herein, Saul Company and [[Saul Centers:Organization]] hereby agree to provide to the other party, as applicable, services as more particularly described herein. Each of the services shall be provided and accepted, in accordance with, and subject to, the terms, limitations and conditions set forth below. Each party will use commercially reasonable efforts to provide services to the other party in the same manner as if it were providing such services on its own account.

“Subsequent Closing Date” means a closing date for the purchase of Series A Preferred Units under the Purchase Agreement that occurs following the Initial Closing Date.

A copy of completed Form BOE‑100-B (Statement of Change in Control and Ownership of Legal Entities) that ​ will timely submit to the State of California Board of Equalization;

“Closing Date” means the Initial Closing Date or a Subsequent Closing Date under the Purchase Agreement.

Allocation of Proceeds and Costs of Enforcement. The proceeds from any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this ‎[Section 7.6], after deduction of all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Seller in connection with such enforcement, shall be, promptly (and in any event within five Business Days) following the receipt of such proceeds, allocated to Buyer and Seller in proportion to their respective interests in the Receivables. All costs and expenses (including reasonable and documented attorneys’ fees and expenses) of any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this ‎[Section 7.6] (other than any costs and expenses of Seller that are satisfied out of the proceeds of such enforcement) shall be borne by ​. Buyer shall fund any retainers or advances required by the counsel employed for such enforcement (such amounts to be credited or deducted from the actual amounts owed by Buyer under the immediately preceding sentence) and Buyer shall promptly reimburse Seller for any of Seller’s costs or expenses that are not satisfied out of the proceeds of such enforcement; provided, however, that such out-of-pocket costs and expenses (including the fees and expenses of Seller’s counsel) shall be borne solely by Seller if such breach or termination event results from a breach of the Sale Agreement by Seller. Nothing contained herein shall limit Buyer from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practical, to consult with the lead counsel selected pursuant to ‎[Section 7.6(b)] for such enforcement.