definiens: means, without duplication, as of 12:01 am Pacific Time on the Closing Date, an amountequal to : ( a ) the aggregate dollar amount of the consolidated current assets of the Company as of immediately after the Effective Time ( otherthan any deferred Tax assets and any such assets that are included in Cash on Hand ), minus ( b ) the aggregate dollar amount of theconsolidated current liabilities of the Company as of immediately after the Effective Time ( other than any such liabilities that are included inClosing Indebtedness, Closing Company Transaction Fees, the Closing Management Bonus, any deferred Tax liabilities and any deferredrevenue ), in the case of each of clauses and determined in accordance with GAAP and otherwise in accordance with Companyaccounting principles . Any Tax liabilities included in clause shall ( i ) be calculated as of the end of the day on the Closing Date, ( ii ) onlyinclude liabilities for Taxes with respect to any Tax period ( or portion thereof ) ending on ( and including ) the Closing Date or any Tax periodending prior to the Closing Date for which Tax Returns are not yet due and ( iii ) take into account any estimated payments or prepayments ofTax ( not to reduce such Tax liability below zero ) and any Tax deductions arising from the Transactions ( that are reasonably determined to bemore likely than not to be deductible if challenged )