definiens: means, with respect to each Designated Contract, an amount in cash equal to a good - faith estimate ( as determin ed by Seller Parent in its reasonable discretion ) o f the Liabilities as of the Closing under such Contract of the type i ncluded in the calculation of Net Product Working C apital that are calculated in accordance with the Accounting Pr inciples and the Reference Balance Sheet and will h ave administrative priority in the cases, and that, had such Contract been rejected by Sellers effective a s of the Petition Date, would have either ( a ) not had administrative priority status or ( b ) not have arisen at all, in e ach case assuming the Sellers would use commercially reasonable effor ts to mitigate such Liabilities from and after the Closing ( but, for the avoidance of doubt, including all Liabiliti es that would arise out of, result from, or otherwi se relate to, such mitigation efforts )