Sellers and Purchaser each agree that all Transfer Taxes will be paid, and any tax returns or reports required to be filed in connection therewith will be filed, in accordance the allocations set forth on [Schedule I] hereto; provided, however, that nothing in this Section 2.3 shall require Sellers or Purchaser to use the allocations set forth on [Schedule I] hereto for income tax reporting purposes. This Section shall survive Closing.

“Participant Deferral Subaccount” means the bookkeeping subaccount established to reflect the allocations of Participant Deferrals hereunder, together with any earnings or losses thereon.

plus amounts credited in connection with the allocations and interest credited to such account pursuant to Articles Five and Six of this Plan;

The top-heavy minimum benefit requirements shall be met as provided under [Section 3.2(c)(2)] concerning profit sharing and qualified nonelective contribution allocations.

Maximum Allocations: Notwithstanding the above, the total Annual Additions made to the Account of any Participant shall not exceed the limits prescribed in Section 5.5.

In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Adjusted Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Adjusted Percentage Interest.

After the valuations and allocations set forth above, the Trustee shall take into account all allocations of contributions and forfeitures hereunder, and all withdrawals, distributions or Participant Loans to be processed as set forth in Articles VII and VIII. Contributions received by the Trustee shall not be taken into account until the Valuation Date coinciding with or next following the date both # such contribution was paid to the Trust Fund and # such contribution was allocated to Participant Accounts.

The following "overall permitted disparity limits" (which consist of the "annual overall permitted disparity limit" and the "cumulative permitted disparity limit") apply to the allocations set forth above.

Employee Stock Ownership Plan (ESOP). Company and Executive agree that Executive will be eligible for allocations in accordance with the terms of the ​ Employee Stock Ownership Plan.

Limitations and Conditions – Notwithstanding the allocation procedures set forth in this Article, the allocations otherwise contributable to participants' accounts under this plan shall be limited or reduced as provided in Section 5.1.