(bbbbbb) definition
(bbbbbb). “Vendors” has the meaning set out in the recitals hereof. (cccccc) “Vendors’ Representative” has the meaning set out in the recitals hereof. (dddddd) “Vendors Transaction Expenses” means any financial or other advisory, brokerage or agency fees, legal, accounting or auditing fees and any other costs and expenses incurred by or on behalf of the Vendors and in connection with or anticipation of the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (eeeeee) “Working Capital” means the positive or negative difference between all consolidated current assets and current liabilities of the Ingénia Group included in those accounts and line items set forth in the illustrative balance sheet on Schedule 2, determined in accordance with the accounting hierarchy set out in Section 1.7(b), as at the Effective Time, provided, however, that any item that is included in the calculation of Indebtedness, Ingénia Group’s Transaction Expenses, Cash or deferred income tax assets or liabilities shall be excluded from the determination of Working Capital. An illustrative calculation of the Working Capital is included in the Adjustment Statement. (ffffff) “Working Capital Maximum Amount” means the amount of $30,500,000. (gggggg) “Working Capital Minimum Amount” means the amount of $27,500,000.
(bbbbbb). WARN" has the meaning set forth in Section 3.25(c).