Extract to table

Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Purchase Agreement

From and after the Effective Date, Assignee shall be the sole member of the Company, entitled to exercise all rights and powers of a member under the Company's operating agreement and applicable law

The specific allocation of the Purchase Price to the Company's Membership Interests has been agreed upon by the Parties and is set forth in the Purchase Price Allocation Schedule, which allocation shall be used by the Parties for all tax reporting purposes in accordance with Section 1060 of the Internal Revenue Code

Assignee acknowledges and agrees that the Company shall remain the borrower under the Loan Agreement following the transfer of the Membership Interests and that Assignee, as sole member, shall cause the Company to comply with all obligations thereunder

Each Party agrees to cooperate fully and in good faith with the other Party in connection with the preparation and review of the final proration statement

2 shall survive for a period of twelve (12) months following the Effective Date