Definition of Applicable Deductions

Applicable Deductions means all amounts that would be necessary, as determined in the reasonable discretion of the applicable Member, to (i) satisfy all loans, liens and encumbrances affecting the Company and the Company Assets, (ii) pay any costs and expenses associated with any sale or disposition of the Company Assets, including, without limitation, transactional and closing costs such as brokers’ fees, escrow fees and similar expenses.
Applicable Deductions means any adjustments or modifications to the Royalty Interest made pursuant to Section 5.3.2 of the License Agreement.