definiens: means ( a ) the current assets of the Company and the Company Subsidiaries(consisting solely of those asset account line items specified on Schedule 1.2, subject to any footnotes thereto),excluding all Tax assets and the other Excluded Assets, minus ( b ) the current liabilities of the Company and theCompany Subsidiaries ( consisting solely of those liability account line items specified on Schedule 1.2, subject to anyfootnotes thereto ), excluding any Tax liabilities, any amounts payable in respect of Transaction - Related Costs, theClosing Payoff Debt and the other Excluded Liabilities, in each case, determined in accordance with the AccountingPrinciples and on a consolidated basis . The parties hereto acknowledge and agree that the purpose of preparing andcalculating Net Working Capital hereunder is to measure changes in Net Working Capital without the introduction ofnew or different accounting methods, policies, practices, procedures, classifications, judgments or estimationmethodologies from the Accounting Principles