definiens: means, ( a ) the amount of the consolidated current assets of the Companies as of the ClosingEffective Time ( without taking into account any of the payments made by the Buyer pursuant to Section 2.3(f ) ), includingaccounts receivable, inventory, pre - paid expenses and pre - paid Taxes ( e.g., ad valorem taxes paid in advance but only to theextent not allocable to a Pre - Closing Tax Period ), in each case determined in accordance with GAAP in a manner consistentwith the historical accounting policies and procedures used in preparing the Financial Statements, but excluding Cash anddeferred income tax assets, minus ( b ) the amount of the consolidated accounts payable and accrued expenses and accruedtaxes, including a reasonable estimate of appropriate tax accruals of the Companies as of the Closing Effective Time(including, for the avoidance of doubt, the employer ’s share of any employment, National Insurance Contributions or otherpayroll Taxes incurred by any of the Companies in respect of payments of any portion of the Estimated Purchase Price or theBonus or Repurchase Amount and excluding all other liabilities, including deferred revenue and deferred Tax liability ), ineach case determined in accordance with GAAP in a manner consistent with the historical accounting policies and proceduresused in preparing the Financial Statements . For the avoidance of doubt and for purposes of avoiding double counting, thecalculation of Working Capital shall not take into account any item or expense included in the calculation of Funded Debt, Unpaid Transaction Expenses or the Bonus and Repurchase Amount . Finally, except as otherwise provided in this definitionthe calculation of Working Capital shall not give effect to any payment made, or other transfer or action made or taken, afterthe Closing at the direct or indirect direction of Buyer or its Affiliates . In establishing accruals or reserves for current Taxes, the Companies may make full use of all available net operating loss carryforwards