definiens: means the amount by which ( i ) the sum of the Company ’s and its Subsidiaries’current assets which are included in the Assets determined in accordance with GAAP applied on a basis consistent with themethodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest AuditedBalance Sheet, and ( and together with the Net Working Capital Schedule, the ), exceeds ( ii ) the sumof the Company ’s and its Subsidiaries ’ current liabilities which are included in the Assumed Liabilities determined inaccordance with the Accounting Principles ; provided that ( a ) notwithstanding clause ( i ) above, the current assets of theCompany and its Subsidiaries shall not include any Excluded Assets or those assets set forth on the Net Working CapitalSchedule attached hereto, and ( b ) notwithstanding clause ( ii ) above, the current liabilities of the Company and its Subsidiariesshall not include the Excluded Liabilities or those liabilities set forth on the Net Working Capital Schedule attached hereto