Allocations. Immediate upon the execution of this Agreement, Manager and Provider will cooperate in allocating the operations, personnel, facilities and books and records of Provider between Non Wound Care Business and a Wound Care Business, as appropriate, excluding only those administrative functions that cannot be effectively allocated, which shall constitute Provider Headquarters. From time to time during the Term, Manager and Provider, at the request of either, may revisit and revise the allocation to the Businesses as appropriate to reflect errors in the initial allocation or changes in the focus of specific technology programs.

Allocations. Application of allocations under [Article IV].

Allocations. The allocation of the Awards made from the Tranche A Award Pool shall be thirty-five percent (35%) to the Chief Executive Officer of the Reorganized Company and sixty-five percent (65%) in the aggregate to the Executive Vice Presidents and other management of the Reorganized Company, with allocations to such Executive Vice Presidents and other management to be made at the discretion of the Chief Executive Officer with the approval of the Board (which approval shall not be unreasonably withheld). The allocation of the Awards made from the Tranche B Award Pool and the Lapsed Award Pool shall be determined by the Board in its sole discretion.

Allocations. Powers and responsibilities may be allocated to other Fiduciaries in accordance with [Section 17.3], or as otherwise provided herein or in the Trust Agreement.

Erroneous Allocations. No Participant shall be entitled to any annual additions or other allocations to his or her Account in excess of those permitted under [Section 5]. If it is determined at any time that the administrator and/or Trustee have erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating investment adjustments, or in excluding or including any person as a Participant, then the administrator, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected, after taking into consideration [Sections 3.6 and 3.7]7] and any revenue procedure or other notice published by the Internal Revenue Service regarding permissible correction methods, if applicable, and shall promptly advise the Trustee in writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.

ESOP Allocations. Amounts available for allocation for a particular Plan Year will be divided into two categories. The first category relates to shares of Stock released from the Unallocated Stock Fund attributable to using cash dividends to make Exempt Loan payments. The second category relates to contributions made by the Employer, shares of Stock released from the Unallocated Stock Fund on the basis of Employer contributions (or on the basis of the complete repayment of the Exempt Loan through the sale or other disposition of Stock in the Unallocated Stock Fund) and amounts forfeited from Stock Fund Accounts pursuant to [Section 9.5].

Regulatory Allocations. The allocations set forth in [[Sections 4.3(a)-(d)])]])] (the “Regulatory Allocations”) are intended to comply with certain requirements of [Sections 1.704-1(b)])])]and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the Company or make the Company distributions. Accordingly, notwithstanding the other provisions of this [Article IV], but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations to each such Unitholder is zero. In addition, if in any Fiscal Year or Fiscal Period there is a decrease in partnership Minimum Gain, or in partner nonrecourse debt Minimum Gain, and application of the Minimum Gain chargeback requirements set forth in [Section 4.3(a)] or [Section 4.3(b)]would cause a distortion in the economic arrangement among the Unitholders, the Board may, if it does not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such Minimum Gain chargeback requirements.If such request is granted, this Agreement shall be applied in such instance as if it did not contain such Minimum Gain chargeback requirement.

Allocations Generally. Except as provided in [Section 4.5(b)] below, for U.S. federal, state and local income Tax purposes, each item of income, gain, loss or deduction shall be allocated among the Unitholders in the same manner and in the same proportion that the corresponding book items have been allocated among the Unitholders’ respective Capital Accounts; provided that, if any such allocation is not permitted by the Code or other applicable law, then each subsequent item of income, gains, losses, deductions and credits will be allocated among the Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

Corrective Allocations. If necessary, the Company will make corrective allocations as set forth in Treasury Regulation Section 1.704-1(b)(4)(x).

For any Plan Year during which the Plan is a Top-Heavy Plan, Company Contributions allocated to the Accounts of each Member who is not a Key Employee, but who is an Employee on the last day of such Plan Year, shall not be less than the lesser of # three percent of Wages or # the greatest allocation, expressed as a percentage of Compensation made to any Member who is a Key Employee.

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.

His Employer Matching Contribution Account, Non-Elective Contribution Account, and ESOP Account shall receive no Employer Matching Contribution, Non-Elective Contribution, or ESOP Contribution allocations under [Section 4.1];

To the extent permissible under applicable law, the Partnership shall allocate items of income, gain, expense, and loss for U.S. federal income tax purposes consistently with the allocations of Profit pursuant to clause ‎(a) and allocations of Loss pursuant to clause ‎(b); provided that, the Partnership shall use the traditional method as described under Treasury Regulation Section 1.704-3(b) with respect to built-in gain in the assets of the Partnership at the time of the purchase of such Preferred Unit.

Section # “Grandfathered Benefit” shall mean the portion of the Member’s Account that reflects the Allocations deferred for Plan Years prior to ​, as adjusted for earnings and losses thereon.

Other than Permitted Budget Re-allocations, subject to the prior approval of ​, which shall not be unreasonably withheld, conditioned or delayed, the ​ may revise the Project Budget from time to time to move Building Loan Contingency (Hard Costs) to other Hard Costs Budget Lines, and/or to move Building Loan Contingency (Soft Costs) to other Soft Costs Budget Lines. Any Permitted Budget Re-allocations shall not require the prior approval of ​, but ​ shall provide prompt written notice of same to ​.

Conditions for Allocations – A participant shall be eligible for an allocation of the employer profit sharing contribution and forfeitures as of an allocation date, provided that he satisfies the following conditions:

After giving effect to the allocations set forth in [Section 7.03], Profits and Losses for any Allocation Year shall be allocated to the Members in accordance with the Members’ Ownership Percentages.

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].

Additionally, the Employer will contribute to the Plan the amount necessary, if any, to provide the top-heavy minimum allocations even if it exceeds current or accumulated net profit or the amount that is deductible under Code §404.

Notification by Administrative Agent; Effective Date and Allocations; Supplement. The Administrative Agent shall notify the Company and each Lender of the ​’ responses to each request made hereunder. If the Aggregate Commitments are increased in accordance with this Section, # the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, # the Administrative Agent shall promptly notify the Company and the ​ and any Additional Lender of the final allocation of such increase with the consent of each L/C Issuer and the Swing Line Lender and the Increase Effective Date and # the Borrowers, the Administrative Agent and each increasing Lender and Additional Lender shall execute and deliver a supplement to this Agreement substantially in the form of [Exhibit J] hereto, whereupon