definiens: means an amount, determined as of 11:59 p.m. on the day before theClosing Date, equal to the difference ( whether positive or negative ) of ( a ) the current assets of the Company as ofthe Closing, minus ( b ) the current liabilities of the Company as of the Closing, in each case as determined inaccordance with GAAP and immediately prior to the consummation of the transactions contemplated by thisAgreement ; provided, however, that, for purposes of this definition of whether or not thefollowing is consistent with GAAP, in each case without duplication : ( i ) will exclude ( A ) anyreceivable from a Seller, ( B ) any accounts receivable that has been outstanding for more than ninety ( 90 ) days, and ( C ) any deferred Tax assets ; ( ii ) will exclude any Indebtedness and Transaction Expensesand deferred Tax liabilities and ( iii ) will include ( A ) all liabilities for accrued Taxes and(B ) balance sheet reserves required under GAAP ( applied in a manner consistent with prior practices of theCompany ), including reserves for unearned revenue )