Net Transfer Payments definition
Net Transfer Payments means the aggregate amount of all property, including cash or any other consideration, received by any Borrower or any subsidiary thereof directly or indirectly in connection with any disposition of assets, whether at the time of such disposition or after such disposition under deferred payment arrangements, including all cash payments received in respect of Investment Property entered into or received in connection with any such disposition, less (a) (a) the amount of any reasonable and customary legal, title, transfer and recording tax expenses, commissions and other expenses payable by any Borrower in connection with such disposition; (b) any Federal, state and local income or other taxes estimated to be payable by any Borrower as a result of any taxable gain realized from such disposition, but only to the extent that such estimated taxes are in fact paid to the relevant Federal, state, or local governmental authority within 12 months of the date of such disposition; (c) any repayments by any Borrower of Indebtedness to the extent such Indebtedness is secured by a Lien on the property being transferred that is permitted under the Credit Agreement, if the holder of such Lien requires that such Indebtedness be repaid as a condition to the disposition of such property.