definiens: means, with respect to the Entire LDI Sale, the sum of ( i ) the gross cash proceeds actually received by the Company or anyCompany Subsidiary from and after August 23, 2019 in consideration of any Partial LDI Sale or the Entire LDI Sale ( but excluding any escrow, holdback, deferred cash consideration or similar amounts with respect thereto ), plus ( ii ) any cash amounts received ( without duplication of any amounts describedin clause ( i ) ) by the Company or any Company Subsidiary from and after August 23, 2019 through the consummation of the Entire LDI Sale as a dividendor distribution due to its direct or indirect ownership of Equity Interests in LDI, plus ( iii ) any interest or income received by the Company or any CompanySubsidiary pursuant to Section 2.6, minus ( iv ) the aggregate amount of the LDI Sale Expenses actually incurred from and after August 23, 2019 throughthe date of payment hereunder in connection with the consummation of the Entire LDI Sale, minus ( v ) any amounts required to repay and discharge anyloans or other costs owed by LDI or any of its Subsidiaries to the Company and not incurred in violation of this Agreement, minus ( vi ) the income taxesincurred by the Company or any Company Subsidiary in connection with the Entire LDI Sale, reduced to the extent offset by utilization of availableCompany net operating loss carryforwards, if any