definiens: means, with respect to any Perso n and as of any time, all cash and cash equivalents, checks, money orders, marketable securities, short- term instruments, bank and other depositary account s, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts, fun ds in time and demand deposits or similar accounts of such Per son as of such time, calculated, in the case of Sel ler Parent, in a manner consistent with the Accounting Principl es and the Sample Closing Statement, and in the cas e of Purchaser, in a manner consistent with the Purchase r Accounting Principles and the Purchaser Sample Cl osing Statement, ( a ) excluding the value of outstanding c hecks and wire transfers that have been issued or t ransmitted by such Person but have not yet cleared as of such time, unless a corresponding liability is included in the calculation of Business Working Capital or Purchase r Working Capital, as applicable, ( b ) including the value of uncollected bank deposits of such Person and outsta nding checks and wire transfers that have been issu ed or transmitted to such Person but have not yet cleared as of such time ( provided that such outstanding ch ecks and wire transfers ultimately clear ), unless in each ca se a corresponding asset is included in the calcula tion of Business Working Capital or Purchaser Working Capit al, as applicable, and ( c ) including ( i ) with respe ct to Purchaser, the value of any out - of - pocket costs or expenses incurred by either Purchaser or Purchaser Parent prior to the Closing pursuant to Section 2.2, Secti on 6.3(d ) or Section 6.3(i ) ( in each case, other th an any Purchaser Parent Transaction Expenses ) and ( ii ) wit h respect to the Conveyed Subsidiaries and their Subsidiaries, the value of any out - of - pocket costs or expenses incurred by either Seller Parent or its Affiliates prior to the Closing pursuant to Section 2.2, Secti on 6.3(d ) or Section 6.3(i ) ( in each case, other th an any Seller Parent Transaction Expenses )