definiens: shall 299mean ( A ) subject to clause ( C ) below, preparation in accordance with generally accepted accounting principles applied on abasis consistent with those used in the preparation of the Interim Period Unaudited Company Balance Sheet, ( B ) inclusion ofline items substantially consistent with those in the Interim Period Unaudited Company Balance Sheet, and ( C ) preparation inaccordance with accounting policies and practices consistent with those used in the preparation of the Interim PeriodUnaudited Company Balance Sheet . means ( x ) current assets ( including cash and CashEquivalents ) of the Company, minus ( y ) ( 1 ) current liabilities of the Company ( including, but not limited to, any paymentowed to any Representative of the Company but not yet paid, the Company Bonus Accrual Amount and the Piper AccrualAmount ), but, excluding liabilities for Taxes, which shall be reflected on the Tax Reserve Statement as of the timeimmediately prior to the Closing, and also excluding liabilities resulting from unplanned expenditures to support increasedsales or production forecasts that have been previously approved in writing by Parent, minus ( 2 ) long - term liabilities of theCompany as of the time immediately prior to the Closing