definiens: means, as of any time, to the extent included in the Purchased Assets or Assumed Liabilities, ( a ) all current assets ofthe Business included in the Business Financial Information and listed in the Working Capital Determination Schedule minus ( b ) all currentliabilities of the Business included in the Business Financial Information and listed in the Working Capital Determination Schedule, in eachcase calculated in a manner consistent with GAAP ; for the avoidance of doubt, any new current assets that constitute Purchased Assets orliabilities that constitute Assumed Liabilities that will arise between September 30, 2020 and Closing Date will be considered in the WorkingCapital calculation, in a manner consistent with GAAP ; provided, however, that in no event shall Working Capital include ( i ) any ExcludedAssets or Retained Liabilities, ( ii ) any Liabilities to be repaid by Seller or its Subsidiaries or extinguished pursuant to this Agreement inconnection with the Closing, or ( iii ) any deferred asset or deferred liability in respect of Taxes . For the avoidance of doubt, no asset that is nota Purchased Asset, and no liability that is not an Assumed Liability, shall be included in the calculation of Working Capital