definiens: means ( A ) the Group Companies ’ total Current Assets as of 11:59p.m ., Italian time, on the Closing Date, minus ( B ) the Group Companies ’ total Current Liabilities as of 11:59 p.m.,Italian time, on the Closing Date ( other than deferred Tax liabilities that reflect timing differences between book andtax accounting ), in each case determined in accordance with Italian GAAP, consistently applied and applying thesame accounting principles and methodologies used to prepare the Most Recent Balance Sheet ; provided, however, when computing Closing Date Net Working Capital, the following adjustments shall be made : ( a ) Current Assets shallinclude any and all Cash of the Group Companies to the extent not already included as a Current Asset ; ( b ) CurrentLiabilities shall include any and all Indebtedness of the Group Companies to the extent not already included as aCurrent Liability ; and ( c ) Current Liabilities shall include any unpaid Transaction Expenses to the extent not alreadyincluded as a Current Liability . Closing Date Net Working Capital shall be calculated in U.S. dollars using an exchangeratio of $ 1.35 per € 1