definiens: means ( i ) the sum of ( A ) net accounts receivable ( other than any intercompa ny receivables ) to the extent owned by an Acquired Com pany or included in the Acquired Assets, plus ( B ) n et Inventory to the extent owned by an Acquired Compan y or included in the Acquired Assets, plus ( C ) prep aid expenses of the AS&O Business to the extent owned b y an Acquired Company or included in the Acquired Assets, in each case, as of the Calculation Time ; l ess ( ii ) the sum of ( A ) accounts payable, plus ( B ) accrued incentive compensation, plus ( C ) other current liab ilities ( including deferred revenue ), plus ( D ) accr ued vacation and sick pay, plus ( E ) accrued payroll and benefits, in each case of this clause ( ii ), ( x ) to the exte nt due by an Acquired Company or included in the Assumed Liabili ties, ( y ) other than any such liabilities included in Retained Payables or any intercompany payables, and ( z ) as of the Calculation Time . The amounts in cla uses ( i ) and ( ii ) of this definition of Working Capital - 14 - shall be calculated in accordance with U.S. GAAP an d, to the extent not inconsistent with U.S. GAAP, t he accounting methods, practices, principles, policies and procedures described in Section 1 of Section 2 .4(a)(i ) of the Disclosure Schedule . Notwithstanding the forego ing, all ( 1 ) Cash and Cash Equivalents as of the Ca lculation Time, ( 2 ) Indebtedness as of the Calculation Time, ( 3 ) current deferred and/or current Tax assets and Tax refunds and ( 4 ) current deferred and/or current Tax liabilities shall be excluded from the calculation of the Working Capital