“Loss” means any and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses, but excluding any allocation of corporate overhead, internal legal department costs and other internal costs and expenses).

Allocation of Recoveries. Except as otherwise expressly provided herein, the costs and expenses of the Party bringing suit under this [Section 8.7] shall be borne by such Party, and any damages, settlements or other monetary awards recovered shall be shared as follows: ​.

Method of Allocation. The parties acknowledge that the Building is a part of a multi-building project and that the costs and expenses incurred in connection with the Project (i.e., the Direct Expenses) should be shared between the Building and the other buildings in the Project. Accordingly, as set forth in Section 4.2 above, Direct Expenses (which consist of Operating Expenses and tax Expenses) are determined annually for the Project as a whole, and a portion of the Direct Expenses, which portion shall be determined by Landlord on an equitable basis, shall be allocated to the Building (as opposed to other buildings in the Project). Such portion of Direct Expenses allocated to the Building shall include all Direct Expenses attributable solely to the Building and an equitable portion of the Direct Expenses attributable to the Project as a whole, and shall not include Direct Expenses attributable solely to other buildings in the Project.

Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by [[Organization B:Organization]] on account of the Obligations (including without limitation any amounts on account of any Cash Management Liabilities or Hedge Liabilities) or any other amounts outstanding under any of the Other Documents or in respect of the Collateral shall be paid over or delivered, as follows:

The employer shall make a separate profit sharing contribution for the plan year with respect to each allocation formula as described below. The trustee shall be notified by the employer in writing as to the amount being contributed with respect to each formula. Forfeitures for the plan year shall be allocated under allocation formula # below. For this purpose, the following allocation formulas shall be used:

Allocation of the qualified nonelective contribution shall be made to the group of eligible nonhighly compensated employees that consists of half of all eligible nonhighly compensated employees for the plan year determined by identifying the nonhighly compensated employee with the smallest amount of compensation and continuing in ascending order until half of all eligible nonhighly compensated employees have been identified, subject to the further requirements of [Section 5.5(b)(1)(A)(viii)] and [Section 5.5(c)(1)(A)(viii)].

Investment income and market value appreciation or depreciation shall be allocated to each account of each participant who has accrued benefits in proportion to the respective account balances on each accounting date. For this purpose, each account balance shall be equal to the average balance for the period commencing on the day following the prior accounting date and ending on the current accounting date.

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”.

Effective January 1, 2023 (the “Program Spin-Off Date”), in anticipation of General Electric Company’s split into three separate companies comprising General Electric Company’s aviation, healthcare and energy businesses, respectively, the Energy Benefit Liabilities (as defined below) are transferred to this Program (the “Program Spin-Off”). The Energy Benefit Liabilities are the benefits and liabilities under the GE Retirement for the Good of the Company Program for most former employees of General Electric Company’s energy business, as determined by General Electric Company in its sole discretion and identified on a list maintained in the records of General Electric Company. (For the avoidance of doubt, with respect to individuals who have accrued GE Pension Plan benefits as of the Program Spin-Off Date, the Energy Benefit Liabilities are the benefits and liabilities under the GE Retirement for the Good of the Company Program for individuals whose benefits under the GE Pension Plan are transferred as of the Program Spin-Off Date to the GE Energy Pension Plan.) The participants transferred to this Program are the “GE Energy Transferees.” No GE Energy Transferee shall have any claims against General Electric Company on any of its affiliates (other than the Sponsor while it is an affiliate of General Electric Company) in respect of benefits under the GE Retirement for the Good of the Company or the Program.

Allocation of Responsibility. This ​ Work Letter exhibit (the “Work Letter”) describes the allocation of responsibility between ​ and ​ for the design and initial construction of improvements at the Premises. Other than the Improvements (hereinafter defined), ​ has no obligation to construct any improvements on the Land, or to contribute to the cost of any improvements made or otherwise desired by ​, as a condition to the Premises being Ready for Occupancy.