Costs. Grantee shall bear Grantee's pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee on Grantee's own behalf shall not be considered costs of the transaction hereunder.

Costs. The “prevailing” Party, as determined by the arbitrators, shall be entitled to # its share of fees and expenses of the arbitrators and # its attorneys’ fees and associated costs and expenses. In determining which Party “prevailed,” the arbitrators shall consider # the significance, including the financial impact, of the claims prevailed upon and # the scope of claims prevailed upon, in comparison to the total scope of the claims at issue. If the arbitrators determine that, given the scope of the arbitration, neither Party “prevailed,” the arbitrators shall order that the Parties # share equally the fees and expenses of the arbitrators and # bear their own attorneys’ fees and associated costs and expenses.

Costs. All costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, will be borne by the Party that incurred the costs.

Allocation of Initial Investment. The parties agree that “Exhibit B Allocation of Initial Investment” shall be agreed upon by the parties within ninety (90) days after Closing and shall be attached hereto when such agreement is reached.

Allocation of Purchase Price

Used for the allocation of costs associated with risk management.

Newco and CEGPS shall have 30 days after receipt of the Initial Closing Tax Allocation Statement to review and notify Crestwood in writing of any good faith disagreement with the Initial Closing Tax Allocation Statement. If neither Newco nor CEGPS timely notifies Crestwood of any such disagreement with the Initial Closing Tax Allocation Statement within such 30 day period, the Parties shall be conclusively deemed to have accepted and agreed to the Initial Closing Tax Allocation Statement. If either Newco or CEGPS notifies Crestwood within such 30 day period of any such disagreement, the Parties shall use commercially reasonable efforts to resolve such disputes within 30 days. In the event that the Parties are unable to resolve such disputes within 30 days, Crestwood and CEGPS shall resolve such disputes in accordance with the procedures set forth in Section 2.9. Upon resolution of the disputed items, the allocation reflected on the Initial Closing Tax Allocation Statement shall be adjusted to reflect such resolution (as finally determined pursuant to this Section 7.4(b), the “Final Initial Closing Tax Allocation Statement”). The Parties agree to # be bound by the Final Initial Closing Tax Allocation Statement and # act in accordance with the Final Initial Closing Tax Allocation Statement in the preparation, filing and audit of any Tax Return (including filing Form 8594 with a federal income Tax Return for the taxable year that includes the date of the Initial Closing). Neither Crestwood or Newco shall agree to any proposed adjustment to the Final Initial Closing Tax Allocation Statement by any Taxing authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Crestwood or Newco from settling any proposed deficiency or adjustment by any Taxing authority based upon or arising out of the Final Initial Closing Tax Allocation Statement, and neither Crestwood or Newco shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing authority challenging such Final Initial Closing Tax Allocation Statement.

Breach under Bellus License Agreement. In the event of any default, breach or violation by FB Health of the Bellus License Agreement, Bellus shall promptly notify [[Organization B:Organization]] in writing of such breach, and [[Organization B:Organization]] shall have the right, but not the obligation, to cure such default, breach or violation on behalf of FB Health within [ * ] after [[Organization B:Organization]]’s receipt from Bellus of written notification of such default, breach or violation. During such [ * ] cure period, Bellus shall not terminate the Bellus License Agreement as a result of such breach.

Transfers Under First Tier Agreement. In the case of the SPV, each Receivable has been purchased by it from Arrow pursuant to, and in accordance with, the terms of the First Tier Agreement. In the case of Arrow, each Receivable has either been originated by Arrow or purchased by Arrow from an Originator pursuant to, and in accordance with, the terms of the applicable Originator Sale Agreement.

Used for the allocation of costs associated with the maintenance of company vehicles.