definiens: means, without duplicat ion and in each case determined in accordance with GAAP : ( a ) the aggregate amount of Indebtedness ( oth er than Indebtedness constituting a capital lease o bligation, but subject to clause ( c)(iii ) hereof ) calculated a s of -3- immediately prior to the Closing, plus ( b ) the Pre - Closing Tax Liability calculated as of immediately prior to the Closing, plus ( c ) the aggregate amount, if any, by which the obl igations of the Company and its Subsidiaries as of immediately prior to the Closing with respect to any of the items described in the following clause s ( i ) through ( iv ) exceeds the amount corresponding to such item set forth on Section 1.01(a ) of the Disclosure Sche dules ( but, for the avoidance of doubt, only to the extent of s uch excess, if any ): ( i ) deferred revenue obligatio ns, ( ii ) grants payable, ( iii ) capital lease financing obligations, or ( iv ) operating lease ( rental ) obligations ; prov ided, however, that Closing Date Indebtedness shall not include ( A ) Transaction Expenses, or ( B ) any amount taken int o account in the calculation of Closing Date Working Capital