Included Current Liabilities. Means (x) the accounts payable, accrued and unpaid Taxes including both short-term and long-term deferred tax liabilities, accrued and unpaid expenses, and accrued and unpaid wages and withholdings, but excluding payables to any of the Company's Affiliates, directors, officers or Stockholders and any of their Affiliates, short-term bank revolver Indebtedness and the current portion of long term Indebtedness, and (y) the amount of Net Customer Deposit Liabilities 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 Liabilities 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 cal culation 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 Customer 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 Liability (unless the actual a mount of the Net Customer Deposit Asset is greater than the amount by which the Purchase Price was increased pursuant to Section 2.2 or the actual amount of the Net Customer Deposit Liabilities is less 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 Asset as described above) for purposes of determining Closing Working Capital). Amendment No. 2 Stock Purchase Agreement 2 of 8
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