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for production in a given month are insufficient to fill either allocation of Capacity, then the allocation shall be withdrawn for that month to allow the shortfall to be completed by sales to any accounts.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”).

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.

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.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

“SSAP 70” means Statement of Statutory Accounting Principles No. 70, Allocation of Expenses.

ninth, pro rata, based on amounts owing to the Backup Servicer, the Servicer, the Securities Intermediary, the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) and the 2023-1B SUBI Trustee, any fees, expenses, indemnities and Transition Expenses not previously paid pursuant to [clause (i) above], as applicable; and

Allocation by Agent. If offers are made by two or more [[Organization B:Organization]] with the same Eurocurrency Bid Rates or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such [[Organization B:Organization]] as nearly as possible (in such multiples, not greater than $1,000,000 (or the Dollar Equivalent thereof, if denominated in an Agreed Currency other than Dollars), as the Agent may deem appropriate) in proportion to the aggregate principal amount of such offers; provided, however, that no Lender shall be allocated a portion of any Competitive Bid Advance which is less than the minimum amount which such Lender has indicated that it is willing to accept. Allocations by the Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error. The Agent shall promptly, but in any event on the same Business Day in the case of Eurocurrency Bid Rate Advances, and by 11:00 a.m. (Chicago time) in the case of Absolute Rate Advances, notify each Lender of its receipt of a Competitive Bid Borrowing Notice and the aggregate principal amount of such Competitive Bid Advance allocated to each participating Lender.