Net Cash Payments

Net Cash Payments. Means, with respect to any Disposition, the aggregate amount of all cash payments, and the Fair Market Value of any non-cash consideration, received by any Group Member directly or indirectly in connection with such Disposition, provided that (i) Net Cash Payments shall be net of any reasonable and customary transaction costs, including without limitation, any reasonable legal expenses, title expenses, recording expenses, recording taxes and transfer taxes, prorations, commissions and other... fees and expenses paid by such Group Member in connection with such Disposition and (ii) Net Cash Payments shall be net of any repayments by such Group Member of Indebtedness to the extent that (A) such Indebtedness is secured by a lien on (1) the property that is the subject of such Disposition or (2) the Capital Stock of the Person whose sole asset is (x) the property or (y) the Capital Stock of a Person whose sole asset is the property, and (B) the transferee of (or holder of a lien on) such property is ineligible to or elects to not assume such Indebtedness or such transferee reasonably and in good faith requires that such Indebtedness be repaid as a condition to the purchase of such property. View More