definiens: means an amount, as determined in accordance with GAAP and without dupl ication, equal to the sum of ( i ) all liabilities of the Company, including, but not limited to, all accounts payable, accrued or deferred expenses, payroll liabilities, Tax liabilities, deferred revenue, dividends payable or other similar obligations or cu rrent liabilities ( excluding ( A ) Company Transaction Costs, ( B ) Closing Date Indebtedness, ( C ) Company Trade Liabilities and ( D ) liabilities and obligations pursuant to capital leases not classified as current liabilities in accordance with GAAP ) as of the Closing Date, ( ii ) Closing Date Indebtedness, ( iii ) Company Trade Liabilities, and ( iv ) Parent Closing Cash Payments, in each case, to the extent not paid at or prior to Closing, including pursuant to Section 3.5(d ), and as adjusted for any settlements th ereof ; provided that, notwithstanding anything to the contrary, all ( 1 ) accrued commissions, bonuses, vacation, sick time, paid time off and similar employee entitlements and ( 2 ) unpaid Pre -Closing Taxes ( other than Transaction Payroll Taxes included in Co mpany Transaction Costs ) shall be treated as liabilities taken into account in the calculation of Closing Assumed Liabilities