Included Current Assets. Means (x) the accounts receivable, inventory, contracts in progress, prepaid expenses and deferred tax assets (solely to the extent any such deferred tax assets will be realized by the Purchaser and its subsidiaries upon consummation of the Closing), but excluding receivables from any of the Company's Affiliates, directors, employees, officers or Stockholders and any of their Affiliates, and (y) the amount of the Net Customer Deposit Asset of the Company existing as of the Closing (if any), in
... each case as determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company' s audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end; provided, however, that any amounts that otherwise would be included in the foregoing Included Current Assets but are included in a calculation and determination of the Net Customer Deposit Asset or Net Customer Deposit Liabilities (as the case may be) as of the Closing and reflected in an adjustment to the payment of the Purchase Price on the Closing Date as provided under Section 2.2 shall not be duplicated and included in the calculation of items under clauses (x) and (y) (for the avoidance of doubt, if it is determined after Closing as part of the process set forth in Section 2.4 that the amount of the Net C ustomer Deposit Asset or Net Customer Deposit Liabilities (as the case may be) as of the Closing that was reflected in an adjustment to the payment of the Purchase Price as provided under Section 2.2 was not the actual amount of the Net Customer Deposit Asset or Net Customer Deposit Liabilities (as the case may be) as of the Closing then the difference (if any) of (i) the amount by which the Purchase Price was adjusted therefor pursuant to Section 2.2 from (ii) the actual amount of the Net Customer Deposit Asset or Net Customer Deposit Liabilities (as the case may be) shall be considered an Included Current Asset (unless the actual amount of the Net Customer Deposit Asset is less than the amount by which the Purchase Price was increased pursuant to Section 2.2 or the actual amount of the Net Customer Deposit Liabilit ies is greater than the amount by which the Purchase Price was reduced pursuant to Section 2.2, in which such case such applicable difference shall be an Included Current Liability as described below) for purposes of determining Closing Working Capital). Amendment No. 2 Stock Purchase Agreement 1 of 8
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