Gifts Working Capital Amount definition

Gifts Working Capital Amount means an amount equal to (A) the current assets (calculated after giving effect to the payment of any checks or similar instruments issued but not cashed as of the date hereof by Gifts and its Subsidiaries) less (B) the current liabilities (calculated after giving effect to the settlement of all intercompany accounts and arrangements contemplated by Section 6.05 and any distributions of cash to IAC or any of its Affiliates (other than Gifts and its Subsidiaries)) of Gifts as of the Closing Date; provided, however, that for purposes of calculating the Gifts Working Capital Amount, (i) current assets shall exclude any assets with respect to, and current liabilities shall exclude any liabilities with respect to, Taxes and (ii) current assets shall exclude any assets with respect to the prepayment of the SEM fees for 2011.

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