definiens: means ( a ) all current assets of the Acquired Companies ( excluding ClosingCash and any assets relating to Taxes, including assets that relate to the right to use Tax Attributes and any assetsthat relate to a right to a tax refund or that otherwise results from the overpayment of Taxes in any period ) on aconsolidated basis minus ( b ) all current liabilities of the Acquired Companies ( excluding the Deferred Revenue, Deferred Refund Obligations and any Closing Indebtedness, to the extent made up of current liabilities, and Liabilitiesrelating to Taxes and as adjusted pursuant to Section 5.8 ), in each case calculated as of 11:59 p.m., New York Citytime, on the date immediately preceding the Closing Date in accordance with GAAP in a manner consistent with themethods and practices used to prepare the Company Interim Balance Sheet ( with any amounts denominated inForeign Currency converted to US Dollars using the Exchange Rate ) . For purposes of this definition, if the currentLiabilities of the Acquired Companies on a consolidated basis exceed the current assets of the Acquired Companieson a consolidated basis, then the Closing Net Working Capital amount will be represented by a negative number