Gross Real Estate Proceeds

Gross Real Estate Proceeds. Shall mean all cash proceeds received, directly or indirectly, by Purchaser (or any subsidiary) from (a) the sale, transfer or other disposition to an unaffiliated third party of any or all of the Seller Real Estate, (b) the collection or receipt of principal or interest payments from any or all of the Purchase Money Mortgages or the CHP Indebtedness, and (c) distributions from CHP (other than in payment of the CHP Indebtedness) minus an allowance for distributions for any income taxes, if any,... payable by the Flour Group with respect to the net taxable income, if any, reflected in such cash proceeds. For purposes of the calculation of Gross Real Estate Proceeds, it shall be assumed that each member of the Flour Group who pays taxes with respect to such net taxable income pays taxes at the highest applicable marginal federal and state rates in effect at the time of receipt of such cash proceeds for each category of income and gain contained in such net taxable income. View More