definiens: means, in respect of the Company as of any date, the aggregate amount of eachof the line items ( and no others ) under the heading set forth on the Reference Statement as ofsuch date, determined in accordance with Section 2.4(e ), including all Tax liabilities other than deferred Tax liabilities, but excluding all intercompany liabilities . For the avoidance of doubt, for all purposes of this Agreement, includingwithout limitation the calculation ( including by the Accounting Firm ) of any Net Working Capital Amount, CurrentLiabilities shall not include any portion of the Debt Payoff Amount, if any, payable or paid by Buyer or the Companypursuant to Section 2.1(c)(iii ) ( after giving effect to all payments, if any, to be made or made by or at the direction ofSeller to reduce such Debt Payoff Amount prior to Closing ) or ( b ) any Seller Expenses paid by Buyer or the Companyor at the direction of Buyer pursuant to Section 2.1(c)(iv )