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.
In the event of a Portfolio Sale, the Sale Notice shall also include a calculation of the amount that would be distributed to the Initiating Member under this Agreement in the event that the Portfolio Sale was consummated for the Sale Price, taking into account all Applicable Deductions (the “Allocated ROFO Price”).
The electric power bills shall be paid by the Owner, and shall form part of Applicable Deductions but not part of Operator’s Costs; provided, however, that electricity may be added by Owner, at its discretion, into Operator’s Applicable Costs within the first six months of the Term of this Agreement as set out in paragraph 5.2(a)(i) above.
If the Executive has signed the Additional Waiver and Release and the revocation period has expired without the Executive having revoked the Additional Waiver and Release, the Company shall pay to the Executive, in a lump sum cash payment on or before the third (3rd) business day after the expiration of the revocation period, the sum of $15,000, less Applicable Deductions.
The Company shall pay to the Executive, in a lump sum cash payment on or before the third (3rd) business day after the expiration of the revocation period described in Section 3, but in no event later than March 15, 2012 (provided that the conditions stated in Section 2(a) have been met), the sum of $2,931,076, less Applicable Deductions.
Seller has not been notified of any Applicable Deductions pursuant to Section 5.3.2(c) or Section 5.3.2(d) of the License Agreement.