Allocation of Costs of Enforcement. All costs and expenses (including attorneys’ fees and expenses) incurred by Seller in connection with any enforcement of the Licensee’s obligations under the License Agreement in respect of any breach referred to in [Section 6.6(a)] shall be borne by Seller and Purchaser (as such costs and expenses are incurred) in proportion to their respective interests in the Receivables (taking into account any variation in such interests over different time periods, if applicable), including any retainers or advances required by the lead counsel selected pursuant to [Section 6.6(b)(ii)] for such enforcement (and that are incurred by Seller). Nothing contained herein shall limit Purchaser from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practicable, to consult with the lead counsel selected pursuant to [Section 6.6(b)(ii)] for such enforcement.

Allocation of Costs of Enforcement. All costs and expenses (including attorneys’ fees and expenses) incurred by Seller in connection with any enforcement of any of the Listed Patents in respect of a Competitive Infringement shall be borne by Seller and Purchaser in proportion to their respective interests in the Receivables (taking into account any variation in such interests over different time periods, if applicable). Purchaser shall fund any retainers or advances required by the counsel employed by Seller for such enforcement (such amounts to be credited or deducted from the actual amounts owed by Seller and Purchaser under the immediately preceding sentence). Nothing contained herein shall limit Purchaser from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practicable, to consult with the lead counsel selected pursuant to [Section 6.14(b)] for such enforcement.

Allocation of Proceeds of Sale. The proceeds of the sale of the Vessel pursuant to [Subsections 18.12(c) or 18.12(d)])], net of all expenses, shall be applied to any unpaid balance due and owing to Builder, together with interest thereon. The excess proceeds, if any, from any such auction or sale shall be paid to Owner, without further set-off. If the proceeds of the sale of the Vessel pursuant to this Section, net of all expenses, are insufficient to pay the outstanding balance due to Builder, together with interest thereon, then Builder may demand payment of the amount remaining outstanding, together with interest thereon, and if payment is not so made within ​ of demand, then Builder may seek recovery of such amount in accordance with Article 27.

Sellers and the Company hereby acknowledge and agree that the Purchase Price, the Total Optionholder Closing Amount, the Total Warrantholder Closing Amount, the IIA Holdback Amount, the WSP Holdback Amount and the Seller Representative Amount will be allocated among the Equityholders in accordance with the schedule attached hereto as Annex I (the “Proceeds Allocation Schedule”).

Allocation of Proceeds of Enforcement. The Proceeds of any enforcement of the Licensee’s obligations under the License Agreement in respect of any breach referred to in [Section 6.6(a)] (regardless of whether such enforcement is initiated by Seller as a result of a written request from the Required Royalty Party or initiated by Seller in the absence of any such request), after deduction (and reimbursement to Seller and Purchaser) of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and Purchaser in connection with such enforcement pursuant to the first two sentences of [Section 6.6(d)] below, shall be paid to Seller and Purchaser in proportion to their respective interests in the Receivables (taking into account any variation in such interests over different time periods, if applicable) (such payment, after giving effect to such deduction and reimbursement, is referred to in the immediately succeeding sentence as the “net payment”). Notwithstanding anything to the contrary herein, and for the avoidance of doubt, it is understood and agreed that Purchaser shall not be entitled to receive any such net payment if the Threshold Date or the Call Closing Date has occurred.

Allocation of Proceeds. If Tenant elects to terminate this Lease in accordance with Section 9.5, then to the extent Landlord has made a request pursuant to Section 9.7 below, after deducting the Clearing Costs from the Insurance Proceeds (the “Net Proceeds”), the Net Proceeds shall be allocated between and paid to Landlord and Tenant in order that following the disbursement of the Net Proceeds, each has received an amount of the Net Proceeds bearing the same proportion to the aggregate Net Proceeds as its respective interest in the Premises bears to the aggregate value of the Premises immediately prior to the casualty giving rise to termination of this Lease. Landlord and Tenant shall attempt to allocate the Net Proceeds between Landlord and Tenant fairly to effect such allocation. If the parties are unable to agree on such allocation, the allocation shall be made pursuant to arbitration in the manner provided in Section 16.5 hereof. In determining the value of Tenant’s interest in the Premises, the parties or the arbitrators, as the case may be, shall take into account the present value of Tenant’s leasehold estate for the remainder of the Term unencumbered by any mortgages, subject to all of the terms and conditions of this Lease. In determining the value of Landlord’s interest in the Premises, the parties or the arbitrators, as the case may be, shall take into account the present value of # the right to receive rent and other charges and payments required to be paid under this Lease for the balance of the Term, and # the projected residual value of the Improvements as of the originally scheduled expiration of the Term. Notwithstanding the foregoing, in the event that a Leasehold Mortgage is then in effect, then the Net Proceeds shall be disbursed in accordance with the terms of such Leasehold Mortgage and the Leasehold Mortgagee that is the holder thereof shall have a claim to such Net Proceeds prior to that of Tenant and Landlord to pay the outstanding amounts secured by such Leasehold Mortgage to the extent required or permitted under such Leasehold Mortgage or to otherwise disburse the Net Proceeds in accordance with the terms thereof.

Allocation of Proceeds of Enforcement. Subject to [Section 6.14(e)], to the extent in respect of a Competitive Infringement, the Proceeds of any enforcement of any of the Listed Patents # by Seller pursuant to this [Section 6.14] and [Section 7.2] of the License Agreement or # by Seller together with the Licensee pursuant to [Section 7.2] of the License Agreement, in each case of the immediately [foregoing clauses (i) and (ii)])], after deduction (and reimbursement to Seller and Purchaser) of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and Purchaser in connection with such enforcement pursuant to the first two sentences of [Section 6.14(d)] below, shall be allocated between, and paid to, Seller and Purchaser in proportion to their respective interests in the Receivables (taking into account any variation in such interests over different time periods, if applicable) (such payment, after giving effect to such deduction and reimbursement, is referred to in the immediately succeeding sentence as the “net payment”). To the extent not on account of Purchased Receivables, the Proceeds of any enforcement of any of the Listed Patents after deduction (and reimbursement to Seller and Purchaser) of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and Purchaser in connection with such enforcement pursuant to the first two sentences of [Section 6.14(d)] below, shall be paid to Seller. Notwithstanding anything to the contrary herein, and for the avoidance of doubt, it is understood and agreed that Purchaser shall not be entitled to receive any such net payment if the Threshold Date or the Call Closing Date has occurred.

Allocation of Proceeds. If either Party recovers monetary damages from any Third Party in a suit in the Territory pursuant to this [Section 6.4.2] (Infringement Actions) or any royalties from a license agreement with a Third Party related to any alleged Licensed Product Infringement, whether or not such damages or royalties result from the infringement of Licensor Patent Rights, such recovery will be allocated first to the reimbursement of any expenses incurred by each Party in such litigation, action, or license, and any remaining amounts will be ​.

The enforcement of the rights and benefits in respect of the Subsidiary Guaranty and the Pledge Agreement and the allocation of proceeds thereof shall be subject to the Intercreditor Agreement.

Allocation of Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows: