definiens: shall mean the amount by which the sum of ( i ) the Company ’s current assets as of the Closing(other than deferred Tax assets that reflect timing differences between book and Tax accounting ), as determined applying thesame accounting principles and methodologies used to prepare the Company Balance Sheet, minus ( ii ) the Company ’s currentliabilities as of the Closing ( other than deferred Tax liabilities that reflect timing differences between book and Taxaccounting ), as determined applying the same accounting principles and methodologies used to prepare the Company BalanceSheet, minus ( iii ) the Indebtedness ( other than current liabilities ) as of the Closing, minus ( iv ) the Company ’s TransactionExpenses that are unpaid as of the Closing, minus ( v ) any Change in Control Payments that are unpaid as of the Closing, as setforth on the Closing Statement, exceeds the result obtained by performing the same calculation using the values set forth onthe Closing Notice