definiens: means the Company ’s total current Liabilities as of 5:00 p.m. Pacific Standard Time on theClosing Date ( other than deferred Tax Liabilities that reflect timing differences between book and tax accounting ), ineach case determined in accordance with GAAP, consistently applied and applying the same accounting principles andmethodologies used to prepare the Most Recent Balance Sheet ; provided, however, when computing Current Liabilities, the following adjustments shall be made : ( a ) subject to clause ( d ), current Liabilities shall include any and allIndebtedness of the Company outstanding at the Closing to the extent not already included as a current Liability;(b ) current Liabilities shall include any Transaction Expenses not paid by the Company prior to the Closing to the extentnot already included as a current Liability ; ( c ) current Liabilities shall include, without duplication, an allowance fordoubtful accounts receivable determined in accordance with GAAP consistently applied ; ( d ) current Liabilities shall notinclude any amounts due or owed under the Buyer Promissory Note or the Company Notes, which Company Notes shallbe settled or converted into shares of Series A Preferred Stock immediately prior to the Closing, ( e ) current Liabilitiesshall not include the Bonus Amount, ( f ) current Liabilities shall not include Change of Control Payments, ( g ) currentLiabilities shall not include any unpaid employer Taxes attributable to Change of Control Payments and payments inrespect of Company Options in connection with the transactions contemplated by this Agreement, and ( h ) currentLiabilities shall not include any fees, costs, payments and expenses for severance or other termination pay or benefitspaid, or payable, upon termination of employees of the Company pursuant to Section 7.3(a ) under any Contract, BenefitPlan or other arrangement of the Company