definiens: means, as of the Sale Deadline, in the event there is no Entire LDI Sale, the sum of ( i ) the gross cash proceedsactually received by the Company or any Company Subsidiary from and after August 23, 2019 in consideration of any Partial LDI Sale ( but excluding anyescrow, holdback, deferred cash consideration or similar amounts pursuant thereto ), plus ( ii ) any cash amounts received ( without duplication of anyamounts described in clause ( i ) ) by the Company or any Company Subsidiary from and after August 23, 2019 through the consummation of the PartialLDI Sale as a dividend or distribution due to its direct or indirect ownership of Equity Interests in LDI, plus ( iii ) any Remaining Asset Amount, plus ( iv ) anyinterest or income received by the Company or any Company Subsidiary pursuant to Section 2.6, minus ( v ) the aggregate amount of the LDI SaleExpenses actually incurred from and after August 23, 2019 through date of payment hereunder in connection with the occurrence of the Sale Deadline, minus ( vi ) certain income taxes incurred by the Company or any Company Subsidiary, except to the extend offset by the Company ’s net operation losscarryover and minus ( vii ) any Partial LDI Net Proceeds actually paid to the Holders consummated from and after August 23, 2019 and prior to the SaleDeadline