definiens: means the Company ’s current liabilities on a consolidated basis determined in accordance withGAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles usedin the preparation of the Latest Balance Sheet, but ( a ) specifically excluding : ( i ) any Permitted Indebtedness, ( ii ) any severanceobligations set forth on Schedule 2, ( iii ) any Nonpermitted Indebtedness taken into account in determining the AggregateInitial Consideration Amount, ( iv ) any Company Expenses taken into account in determining the Aggregate InitialConsideration Amount, ( v ) any Excess Severance Obligations taken into account in determining the Aggregate InitialConsideration Amount, but ( b ) specifically including : ( w ) the employer ’s portion of payroll taxes relating to any severanceobligations set forth on Schedule 2, ( x ) the employer ’s portion of all payroll taxes resulting from the exercise of any Option orWarrant prior to Closing and ( y ) any Nonpermitted Indebtedness, 5 Company Expenses, and Excess Severance Obligations ( and the employer ’s portion of the payroll taxes relating thereto ), ineach case, to the extent not included in the calculation of the Aggregate Initial Consideration Amount