definiens: means ( i ) current assets ( excluding Cash, accrued income Tax receivables or refundsor any deferred or other income tax assets, which exclusion, for the avoidance of doubt, shall include any income tax assets, deductions or benefits arising in connection with or as a result of the execution and delivery of this Agreement and the otherTransaction Documents or the consummation of the transactions contemplated hereby or thereby ) of the Company, theBlocker Corp and their respective Subsidiaries as of the open of business on the Closing Date, minus ( ii ) current liabilities(excluding Indebtedness, the matters set forth on the Specific Indemnity Schedule, accrued and/or deferred income taxliabilities, which exclusion, for the avoidance of doubt, shall include any income tax liabilities arising in connection with oras a result of the execution and delivery of this Agreement and the other Transaction Documents or the consummation of thetransaction contemplated hereby or thereby, Transaction Expenses and any royalty or earn - out obligations ) of the Company, the Blocker Corp and their respective Subsidiaries as of the open of business on the Closing Date, in each of the immediatelypreceding clauses ( i ) and ( ii ), to the extent such current assets and current liabilities are designated as such on Exhibit Dattached hereto ; provided, however, that Net Working Capital shall not include any severance payments made to employeeswho are terminated on or after the Closing Date