definiens: means, as of any date of determination, with respect to a Partial 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 such Partial LDI Sale ( but excludingany escrow, holdback, deferred cash consideration or similar amounts to the extent not released to the Company or any Company Subsidiary prior to theconsummation of the Partial LDI Sale ) ( without duplication of any amounts previously paid to the Holders with respect to a prior Partial LDI Sale ), plus(ii ) any cash amounts received ( without duplication of any amounts described in clause ( i ) ) by the Company or any Company Subsidiary from and afterAugust 23, 2019 through the consummation of the Partial LDI Sale as a dividend or distribution due to its direct or indirect ownership of Equity Interests inLDI, minus ( iii ) the aggregate amount of the LDI Sale Expenses actually incurred from and after August 23, 2019 through the consummation of suchPartial LDI Sale ( without duplication of any amounts deducted from Partial LDI Net Proceeds previously paid to the Holders with respect to a prior PartialLDI Sale ), minus ( iv ) any amounts required to repay and discharge any loans or other costs owed by LDI or any of its Subsidiaries to the Company, minus ( v ) the income taxes incurred by the Company or any Company Subsidiary in connection with such Partial LDI Sale, except to the extent offset byavailable Company net operation loss carryovers