“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).

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”.

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. 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).

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.

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.

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 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: ​.