definiens: means ( a ) the consolidated current assets of theCompany and its Subsidiaries as of 5:00 PM ( Eastern time ) on the Business Day immediatelypreceding the Closing Date, minus ( b ) the consolidated current liabilities of the Company and itsSubsidiaries as of 5:00 PM ( Eastern time ) on the Business Day immediately preceding theClosing Date, in each case as determined in accordance with GAAP and using the sameaccounting principles, practices, policies and methodologies used in the preparation of theCompany Financial Statements ; provided, that Net Closing Working Capital shall exclude, without duplication, ( i ) any asset or liability related to or included in the determination of ClosingIndebtedness, the Option Cancellation Payments or Transaction Expenses, ( ii ) any and allassets or liabilities for federal, state, local and foreign income Taxes, and ( iii ) any deferred Taxassets or deferred Tax liabilities, each to the extent they reflect temporary differences betweenGAAP and Tax accounting . For the avoidance of doubt, Net Closing Working Capital shallinclude accrued liabilities, if any, for the prorated portion of annual employee bonuses for 2018