definiens: means all cash and cash equivalents of the Company determined on a consolidated basisin accordance with GAAP ( including the consideration of all offsets and disbursements as set forth therein ) immediately priorto the Closing, and excluding ( A ) any amounts that would be accrued on the basis of GAAP with respect to future estimateddistributions, as of the Effective Time, or are reserved, accrued or otherwise allocable, as of the Effective Time, to the equityholders of the Subsidiaries ( other than the Company ), but in any event only in accordance with the percentages and to thePersons set forth on Schedule 3.1(a ) or Schedule 3.1(b ) of the Company Disclosure Schedule, ( B ) any restricted balances, ( C)any amounts held in escrow for any reason, ( D ) the insurance or other proceeds of any casualty loss with respect to any assetof the Company or any of the Subsidiaries, and ( E ) any proceeds of any indemnification settlements