definiens: means the amount ( which may be a positive or negative number ) equal to ( a ) the sum of the assets of Purchaser and its Subs idiaries ( other than the Conveyed Subsidiaries and their Subsidiaries ), on a consolidated basis, as of 12:01 a.m. ( New York time ) on the Closing Date represent ed in the asset line items shown on the Purchaser Sample Clos ing Statement as of such time, minus ( b ) the sum of the liabilities of Purchaser and its Subsidiaries ( othe r than the Conveyed Subsidiaries and their Subsidia ries ), on a consolidated basis, as of 12:01 a.m. ( New York time ) on the Closing Date represented in the liability line items shown on the Purchaser Sample Closing Statement for Purchaser as of such time, in each case calculated in a manner consistent with the Purchaser Accounting Pri nciples and the Purchaser Sample Closing Statement ; provided that there shall be excluded from such cal culation any Purchased Assets ( regardless of the ti me of day at which the Closing occurs ), the Purchaser Parent Retained Liabilities, all assets or Liabilities in respect of Income Taxes ( whether current, deferred, or conting ent ), any amounts included in the calculation of Pu rchaser Net Cash, the proceeds, payments or consideration p aid or payable to Purchaser Parent or any of its Af filiates ( including Purchaser and its Subsidiaries ) 29 as a result of any action taken ( or agreed to be ta ken ) by Seller Parent, Purchaser Parent, Purchaser or any of their respective Affiliates pursuant to Section 6.3, any intercompany accounts or other Liabilities to be repaid or extinguished pursuant to this Agreement in connecti on with the Closing, including pursuant to Section 6.7, and any intercompany receivables and intercompany payab les, and other intercompany Liabilities, solely bet ween or among Purchaser ( or any of its Subsidiaries ) and an y of its Subsidiaries