definiens: means the aggregate of all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, bank accounts, deposits, marketable securities and other similar cash items, and in the caseof any such Cash denominated in a currency other than U.S. dollars, valuing such foreign Cash in U.S. dollars at theapplicable exchange rate in effect on the opening of business on the day prior to the Closing Date ( as reported byBloomberg L.P. ) means an amount equal to ( a ) $ 15,000,000 minus ( b ) the Parent PaymentAmount, plus ( c ) the Estimated Closing Working Capital Excess, minus ( d ) the Estimated Closing Working CapitalDeficiency, plus ( e ) the Estimated Closing Cash, minus ( f ) the outstanding Indebtedness of the Company as of theEffective Time ( without giving effect to the Contemplated Transactions ), minus ( g ) the Aggregate TransactionExpense Cash Amount as of the Effective Time, minus ( h ) the Stockholder Representative Escrow Amount