definiens: means an amount, which may be positive or negative, equal to the aggregate positive or negative differencesbetween : ( a ) the Closing Net Working Capital Difference compared to the Estimated Net Working Capital Difference ; ( b ) the ClosingIndebtedness compared to Estimated Indebtedness ; ( c ) the Closing Transaction Expenses compared to the Estimated TransactionExpenses ; ( d ) the Closing Service Bonus Expenses compared to the Estimated Service Bonus Expenses and ( e ) the Closing Cashcompared to the Estimated Closing Cash . For purposes of clarity, ( i ) an excess of a positive Closing Net Working Capital Difference over theEstimated Net Working Capital Difference would generate a positive adjustment ; ( ii ) an excess of the Closing Indebtedness over theEstimated Indebtedness would generate a negative adjustment ; ( iii ) an excess of the Closing Transaction Expenses over the EstimatedTransaction Expenses would generate a negative adjustment ( iv ) an excess of the Closing Service Bonus Expenses over the EstimatedService Bonus Expenses would generate a negative adjustment and ( v ) an excess of the Closing Cash over the Estimated Closing Cashwould generate a positive adjustment