Cash Net Proceeds

Cash Net Proceeds. Shall mean the excess, if any, of (a) the sum of cash and cash equivalents received in connection with a Corporate Transaction over (b) the sum of (i) the amount required to pay any Permitted Indebtedness secured by a Permitted Lien on the assets subject to such Corporate Transaction, (ii) the fees and expenses (including, without limitation, attorneys' fees, investment banking fees, brokerage fees, consultant fees and other customary fees) incurred by the Borrower or any of its subsidiaries in... connection with such Corporate Transaction, (iii) taxes paid or reasonably estimated to be payable in connection with or attributable to such Corporate Transaction and (iv) any reserve for adjustment in respect of the sale price or any liabilities associated with such Corporate Transaction retained by the Borrower or any of its subsidiaries, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and any indemnification obligations associated with such transaction. View More