definiens: shall mean the Working Capital as of the close of business on the Closing Dateprepared in accordance with generally accepted accounting principles applied consistently with the Company ’s pastpractices, in a manner consistent with the line item accounts and other methodologies specified on Exhibit A, anddetermined prior to any calculated step - up or step - down in asset or liability values required to be recorded by thePurchaser in accordance with Accounting Standards Codification 805 Business Combinations ( formerly Statements ofFinancial Accounting Standards 141(R ) ) ( and to the extent there is any conflict among ( i ) generally accepted accountingprinciples, ( ii ) the manner applied by the Company in its past practices, and ( iii ) the manner used in the line itemaccounts and other methodologies specified on Exhibit A, the manner used in the line item accounts and othermethodologies specified on Exhibit A shall control )