definiens: means the amount ( which may be a positive or negative number ) equal to ( a ) the sum of the assets of the Business as of 12 : 01 a.m. ( New York time ) on the Closing Date represe nted in the line items shown on the Sample Closing Statemen t for the Business as of such time, minus ( b ) the sum of the liabilities of the Business as of 12:01 a.m. ( New Y ork time ) on the Closing Date represented in the li ability line items shown on the Sample Closing Statement for the Business as of such time, in each case calculated in a manner consistent with the Accounting Principles an d the Sample Closing Statement ; provided that there shall be excluded from such calculation the Excluded Assets, the Retained Liabilities, all assets or Liabilitie s in respect of Income Taxes ( whether current, deferred, or cont ingent ), any amounts included in the calculation of Business Net Cash, any intercompany accounts or Liabilities to be repaid or extinguished pursuant to this Agree ment in connection with the Closing, including pursuant to Section 6.7, and any intercompany receivables and intercompany payables, and other intercompany Liabi lities, solely between or among any Conveyed Subsid iaries and any of their Subsidiaries