definiens: ) . For purposes of this Agreement, shall mean the amount by which ( i ) Current Assetsexceed ( ii ) Current Liabilities . Closing Working Capital will exclude any and all inter - company receivables, payables orother balances between the Company or any Subsidiary, on the one hand, and the Company or any Subsidiary, on theother hand . To the extent Current Liabilities exceed Current Assets, Estimated Working Capital shall be stated as anegative number and shall be deemed less than Target Working Capital . The term means the totalconsolidated current assets of the LC Business, including cash and cash equivalents held by the Company on behalf ofthe LC Business or held by the Biofuels Subsidiaries, accounts receivable, inventories, prepaid expenses and othercurrent assets, but excluding 8Vercipia Cash and JDP Cash . The term means total consolidated current liabilities of the LCBusiness but excluding any Retained Liabilities and any jointly approved expenditures at the Jennings Facilityincurred pursuant to the Surge Funding Agreements . The Estimated Working Capital Statement shall be prepared inaccordance with the same accounting principles, practices, methodologies and policies used to prepare the FinancialStatements and, to the extent consistent with the foregoing, in accordance with GAAP . Notwithstanding the foregoing,(A ) any assets of the Company or a Non - Biofuels Subsidiary that are not part of the Purchased Assets shall not under anycircumstances be deemed a Current Asset and ( B ) any Liabilities of the Company or a Non - Biofuels Subsidiary that arenot part of the Assumed Liabilities shall not under any circumstances be deemed a Current Liability