definiens: ) . For purposes of this Agreement, shall mean the cu rrent assets of the Business as of the Closing Date ( incl uding accounts receivable ( net of allowance for dou btful accounts ), work in process, prepaid assets and othe r current assets, but excluding cash and cash equiv alents other than deposits ) less the sum of ( a ) the current liab ilities of the Business as of the Closing Date ( inc luding accounts payable and accrued expenses ( including all accrued and unused vacation benefits, all deferred revenue s and [ * * * ] unpaid sales tax ) and all other current liabi lities ) and ( b ) all other Assumed Liabilities, but excluding the Excluded Assets and the Excluded Liabilities, and s hall be calculated on an accrual basis in accordanc e with GAAP . Purchaser shall provide Seller and a single a ccounting firm for Seller reasonable access to all ( i ) work papers and written procedures used to prepare the C losing Working Capital Statement and ( ii ) Books and Records and personnel to the extent reasonably nece ssary to enable Seller and such accounting firm to conduct a sufficient review of the Closing Working Capital St atement and verify the calculation of the Closing C ash Amount and the Closing Working Capital Amount . If S eller disputes the Closing Cash Amount or the Closi ng Working Capital Amount as shown on the Closing Work ing Capital Statement prepared by Purchaser, Seller shall deliver to Purchaser within 30 days after rec eipt of the Closing Working Capital Statement a sta tement ( the ) setting forth Seller ’s calculatio n of the Closing Cash Amount or the Closing Working Capital Amount, as the case may be, and describing in reaso nable detail the basis for the dispute . The parties shall use reasonable efforts to resolve such differences rega rding the determination of the Closing Cash Amount or the Closing Working Capital Amount, as the case may be, within a period of 30 days after Seller has given the Dispute Notice . If the parties resolve such differe nces, the Closing Cash Amount agreed to by the part ies shall be deemed to be the, the C losing Working Capital Amount agreed to by the part ies shall be deemed to be the and the Closing Working Capital State ment agreed to by the Parties shall be deemed to be the ( b ) If Purchaser and Seller do not reach a final resolu tion on the Closing Cash Amount or the Closing Working Capital Amount within 30 days a fter Seller has given the Dispute Notice, the Neutr al Accountant shall resolve such differences, pursuant to an engagement agreement among Purchaser, Seller and the Neutral Accountant ( which Purchaser and Seller agree to execute promptly ), in the manner provided below