definiens: means the Parent ’s and Merger Sub ’s consolidated ( a ) ( i ) cash on - hand or held in any bank account as of the date hereof, including money marketaccounts or money orders, but net of uncleared checks, ACH transfers, wire transfers and similar debits, and ( ii ) receivables, net of allowances and reserves, as of the datehereof, minus ( b ) ( i ) all payables, accrued liabilities and accrued expenses ( but excluding Transaction Expenses ), each outstanding or accrued as of the date hereof, ( ii ) allIndebtedness and Change of Control Payments, each as of the Effective Time, whether or not any suchIndebtedness and Change of Control Payments would be required to be reflected in the consolidated financial statements of Parent and Merger Sub in accordance with GAAP, and ( iii ) all liabilities and expenses incurred or accrued by Parent or Merger Sub outside of the ordinary course of business consistent with past practices ( excluding TransactionExpenses ) after the date hereof and at or prior to the Effective Time, whether or not any such liabilities and expenses would be required to be reflected in the consolidatedfinancial statements of Parent and Merger Sub in accordance with GAAP . For the avoidance of doubt, any liability or expense arising in connection with or related to a violationof Section 6.1(e ) hereof shall be deemed outside the ordinary course of business pursuant to this definition . Except as otherwise provided herein, Parent Net Cash ( and eachcomponent thereof ) shall be determined in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistentclassifications, judgments and valuation and estimation methodologies that were used in the preparation of the audited consolidated financial statements of Parent and itsSubsidiaries for the most recent fiscal year end