Acceptance Date Net Working Capital definition

Acceptance Date Net Working Capital means (i) the current assets included in the Acquired Assets as of immediately following the consummation of the Contribution on the Acceptance Date (including deposits, but excluding deferred Tax assets) minus (ii) the sum of (A) the current liabilities (other than for Taxes and the current portion of indebtedness under (x) that certain Standard Loan Agreement, dated March 29, 2006, between the Company and Bank of America, N.A. and (y) those certain Promissory Notes between General Electric Capital Corporation and the Company, dated December 30, 2005 and March 30, 2007, respectively) included in the Retained Liabilities as of immediately following the consummation of the Contribution on the Acceptance Date, in each case as reflected on the final ADS Business Balance Sheet, and (B) all current liabilities for Taxes of the Company and its Subsidiaries for any Pre-Acceptance Date Tax Period (as such term is defined in the Indemnification and Tax Matters Agreement); provided, however, that Acceptance Date Net Working Capital shall not take into account any Transaction Related Expenses, which are addressed in Section 2. An example of the calculation of Acceptance Date Net Working Capital (based on the December 31, 2006 Balance Sheet) is attached hereto as Schedule A.

Related to Acceptance Date Net Working Capital