Allocation of Closing Costs under the Purchase Agreement. ​ shall be responsible for all of the closing costs for which ​, in its capacity as the “Buyer” under the Purchase Agreement, is responsible including filing for FCC and all state approvals. The Parties acknowledge and agree that ​ has paid a portion of the purchase price due under the Purchase Agreement to Seller in the amount of ​ prior to the date hereof and ​ will be responsible for the payment of the remainder of the purchase price due under the Purchase Agreement in accordance with the terms thereof. Upon Closing under the Purchase Agreement, ​ will reimburse ​ for the ​ payment made by ​ thereunder and ​ will be entitled to the credit for the full amount of the purchase price paid under the Purchase Agreement toward the Purchase Price detailed in [Section 2] above.

Closing Costs. Seller shall pay the Standard Owner's Title Insurance Policy premium in the full amount of the Purchase Price along with any title search and exam fees. Seller shall pay all transfer taxes (state, county, and municipal, as applicable). Seller shall pay any and all brokerage commissions to SRS National Net Lease Group, LP ("Seller's Broker") per separate agreement. Buyer is represented by Hughes Marino, Inc. ("Buyer's Broker"). Buyer's Broker shall receive a brokerage commission to be paid by Seller's Broker per separate agreement. Except as set forth above, both parties represent to the other that they have not been represented by a broker, and agree to hold the other harmless from any claim of brokerage commission by, through, or as a result of representation of the other party. Buyer shall pay the full cost of any endorsements to the Owner's Title Insurance Policy and the full cost of any extended coverage as Buyer may require for such policy. Buyer will pay any and all recording fees. Buyer will pay the cost of updating any due diligence provided by Seller, including the cost of an updated survey to be ordered by Buyer as set forth in [Section 8] above. Buyer and Seller will split all escrow and closing fees equally. Each party will pay its own attorney's fees and costs to document and close this transaction.

Seller shall pay the following costs and expenses in connection with the Closing:

Closing Costs. Closing costs shall be allocated and paid as follows:

Closing Costs. Closing costs shall be allocated between ​ and ​ in accordance with [Section 1.2].

Purchase Price Allocation. The Seller, and the Purchaser, agree that the amount set forth on [Schedule III] under the heading “Total Purchase Price” with respect to the Seller reflects the consideration paid by the Purchaser to the Seller for the Purchased Notes and Purchased Warrants being sold by the Seller, subject to adjustment as set forth in this Agreement. The Seller, and the Purchaser, agree to file all U.S. federal and state and local income tax returns (including amended tax returns, and claims for refund and information reports) required to be filed with any governmental authority in a manner consistent with such allocation, except as otherwise required under applicable law. The Purchaser shall promptly notify the Seller if any governmental authority challenges such allocation. The Parties acknowledge that the fair market value of the Consideration Shares, subject to adjustment as set forth in this Agreement, may vary from the Closing Date Share Consideration Amount set forth on [Schedule III] under the heading “Total Purchase Price”.

Purchase Price Allocation. As soon as reasonably practicable after the Initial Closing Date, the Purchaser shall deliver to the Company a proposed allocation of the Aggregate Purchase Price to the Purchased Securities. The Company shall provide written notice to the Purchaser of any disagreement with such proposed allocation within ten (10) days after such delivery. Such proposed allocation shall be deemed final without such timely written notice. If the Company provides such timely written notice, the Purchaser and the Company shall attempt to resolve such disagreement in good faith. If the Purchaser and the Company are unable to resolve such disagreement within twenty (20) days after the delivery of such timely written notice, the Purchaser and the Company shall promptly engage an independent nationally recognized accounting firm mutually chosen by the Purchaser and the Company to make a determination of the allocation of the Aggregate Purchase Price to the Purchased Securities. The fees and expenses of such accounting firm incurred in connection with such engagement shall be paid by the Company. The allocation determined by such accounting firm shall be final and binding. No Party shall take a position inconsistent with a final allocation determined in accordance with this [Section 6.11] for any tax purposes, except to the extent otherwise required by a final determination of a taxing authority within the meaning of Section 1313 of the Code (or other comparable provision of law).

Purchase Price Allocation. Not later than sixty (60) Business Days after the final determination of Purchase Price pursuant to [Section 2.10(b)], Buyer shall prepare and deliver to Seller an allocation schedule, in the form set forth in [Section 5.03(e)] of the Buyer Disclosure Letter, setting forth Buyer’s determination of the allocation of the Purchase Price and assumed (or deemed assumed) obligations to the extent properly taken into account under the Code among the Assumed Assets that complies with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation within thirty (30) days. If Seller and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly by the Independent Accountants, the costs of which shall be borne equally by Seller and Buyer. Seller and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. Seller and Buyer shall, and shall cause their respective Affiliates to, report consistently with the Allocation in all Tax Returns, including on Form 8594, and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the written consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer agrees to promptly advise the other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; provided, that nothing in this [Section 5.03] shall require any of the Parties to litigate before any court, or prevent any of the Parties from settling in good faith, any proposed deficiency or adjustment by any Taxing Authority challenging the Allocation.

Crestwood, CEGPS and Newco agree to allocate the Initial Closing Tax Purchase Price among the assets of Newco in accordance with Section 1060 of the Code. Not later than 90 days after the Initial Closing, Crestwood shall deliver to Newco a statement, allocating the Initial Closing Tax Purchase Price among the assets of Newco that Newco is deemed to purchase under [Section 707] in accordance with Section 1060 of the Code (the “Initial Closing Tax Allocation Statement”).

[Section 704(c)] Schedules. Not later than 45 days following # the final agreement of the Parties as to the Final Initial Closing Tax Allocation Statement, and # the final agreement of the Parties as to the Final Second Closing Tax Allocation Statement, Newco shall furnish each Party with schedules detailing the pro forma allocation to each Party of the cost recovery deductions derived from Newco’s assets over the life of such assets (taking into account the Gross Asset Value (as such term is defined in the Newco LLC Agreement) of such assets and Section 704(c) of the Code) as of the Initial Closing and the Second Closing.

review, discuss and determine the allocation of any Third Party Payments between the Parties in the Shared Territory; provided that the JSC may determine that such Third Party Payment constitutes Development Costs or Joint Commercialization Costs, as applicable, and should be shared by the Parties pursuant to the profit sharing mechanism under this Agreement;

Except as otherwise provided in [[Section 5.4(b)(3) and (4)])]])] below, the employer contributions and forfeitures allocated on behalf of any participant who is not a key employee shall not be less than the lesser of 3% of such participant's compensation or in the case where the employer has no defined benefit plan that designates this plan to satisfy Code section 401, the largest percentage of employer contributions and forfeitures, as a percentage of key employee's compensation that may be taken into account under [Section 1.2(c)], allocated on behalf of any key employee for that year. For this purpose, amounts contributed to the key employee's elective deferral account(s) shall be included as allocations on his behalf for that year. However, amounts contributed to a non-key employee's elective deferral account(s) shall not be taken into account in determining whether he has received his minimum allocation. The minimum allocation is determined without regard to any Social Security contribution. This minimum allocation shall be made even though, under other plan provisions, the participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for the year because of # the participant's failure to complete 1,000 hours of service (or any equivalent provided in the plan), or # the participant's failure to make mandatory employee contributions to the plan, or # the participant's failure to make elective contributions to the plan, or # compensation less than a stated amount.

Tax Allocation. Sinclair and Emmis shall cooperate in good faith to allocate the Purchase Price among the assets of the LP and the LLC (the “Tax Allocation”). If Sinclair and Emmis reach an agreement on the Tax Allocation, Sinclair and Emmis shall report the transactions contemplated by this Agreement consistently with the Tax Allocation on any Tax Return, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Tax Allocation except with the agreement of the other Party or as required by applicable Law, provided that nothing in this Agreement shall prevent Sinclair and Emmis from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Tax Allocation and neither Sinclair nor Emmis shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the allocation.

Capacity Allocation. Promptly after execution of this Agreement and from time to time thereafter as needed, PBI and HWC shall agree upon the production capacity of the combined lab facilities of PBI and HWC dedicated to the Wound Care Business (the “Capacity”). On a monthly basis, twenty percent (20%) of the Capacity shall be allocated to production for sales to Specified Accounts and the remaining eighty percent (80%) shall be allocated to production for all other sales. If on the 15th day of the preceding month sales scheduled for production in a given month are insufficient to fill either allocation of Capacity, then the allocation shall be withdrawn for that month to allow the shortfall to be completed by sales to any accounts.

Allocation Date. “Allocation Date” means the applicable date on which amounts are allocated for the benefit of a Participant. The applicable Allocation Dates shall include # the first Friday after the first business day of each calendar quarter with respect to Deferred Compensation which otherwise would have been paid to the Participant in the preceding quarter (each an “Initial Allocation Date”), # the first business day following the date of payment of any dividends or other distribution (each a “Dividend Allocation Date”), and # the first business day of the calendar quarter in which a Participant is entitled to a distribution in accordance with [Section 7(c)] below (each a “Liquidation Allocation Date”).

Allocation Date. All allocations of Equivalents will be considered to have been made as of the Valuation Date, regardless of when allocations are actually made.

Tax Allocation. The Parties shall allocate five percent of the Purchase Price to the Restrictive Covenants and the remainder of the Purchase Price to the Acquired Assets for tax purposes. The Parties acknowledge and agree that the tax allocation, if any, of Purchase Price to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Earn-Out Payment, if any, will be treated in accordance with Section 483 of the Internal Revenue Code of 1986 as amended, and corresponding Treasury Regulations thereunder.

Costs. The Premises shall be separately metered as part of the Tenant Work for electrical service for lights, plugs and the VAV boxes serving the Premises. Tenant shall have the right, appurtenant to the Premises to use Tenant’s Pro Rata Share of all wires, risers, conduits and other electrical equipment and facilities located in the Building and serving the Commercial/Garage Unit to provide electrical service to the Premises. During the Term, Tenant shall procure and pay, when due, all charges for electricity, telephone, cable and telecommunications services supplied to the Premises directly to the applicable service provider. Tenant acknowledges and agrees that Landlord and Tenant will be subject to certain mandatory informational and other reporting requirements imposed by the City of Boston pursuant to the Building Energy Reporting and Disclosure Ordinance, as the same may be amended from time to time (the “Energy Reporting Ordinance”) with respect to Tenant’s space use attributes and energy use in the Premises and, in connection therewith. Landlord and Tenant shall reasonably cooperate with each other in satisfying their respective obligations under the Energy Reporting Ordinance and Tenant shall provide Landlord with copies of Tenant’s utility bills and other reasonably requested related information for the prior calendar year not later than February 28th of each calendar year during the Term, and such obligation shall survive the expiration or earlier termination of the Term of this Lease with respect to the final Lease Year of the Term. Except to the extent that disclosure is required by Laws, Landlord shall use commercially reasonable efforts to keep utility usage information received from Tenant confidential and shall not disclose such information to any person or entity other than affiliates of Landlord and their agents and employees (and such disclosure shall be subject to reasonable confidentiality requirements).

Costs. It is acknowledged and agreed that the Company shall bear all costs and expenses incident to the issuance, offer, sale and delivery of the Notes. These costs and expenses will include but are not limited to state “Blue Sky” fees, legal fees, printing costs, travel costs, mailing, couriers, personal background checks, and other expenses incidental to the advancement and completion of the Offering.