definiens: means ( a ) all current assets of the AcquiredCompanies ( excluding Closing Cash and any assets relating to Taxes, includingassets that relate to the right to use Tax Attributes and any assets that relate to aright to a tax refund or that otherwise results from the overpayment of Taxes in anyperiod ) on a consolidated basis minus ( b ) all current liabilities of the AcquiredCompanies ( excluding the Deferred Revenue, Deferred Refund Obligations andany Closing Indebtedness, to the extent made up of current liabilities, and Liabilitiesrelating to Taxes and as adjusted pursuant to Section 5.8 ), in each case calculatedas of 11:59 p.m., New York City time, on the date immediately preceding theClosing Date in accordance with GAAP in a manner consistent with the methodsand practices used to prepare the Company Interim Balance Sheet ( with anyamounts denominated in Foreign Currency converted to US Dollars using theExchange Rate ) . For purposes of this definition, if the current Liabilities of theAcquired Companies on a consolidated basis exceed the current assets of theAcquired Companies on a consolidated basis, then the Closing Net Working Capitalamount will be represented by a negative number