“Net Working Capital” means the net working capital of Seller determined in accordance with the policies, procedures and values set forth on [Schedule C] (as consistently applied in accordance with the past practices of Seller), which, for the avoidance of doubt, is an illustrative calculation of Net Working Capital as of April 30, 2017; provided, however, that in no event shall the calculation of Net Working Capital include any amounts relating to (a) any amounts or items included in the calculation of the Net Indebtedness Amount or the Seller Transaction Expenses, (b) any undrawn letters of credit, surety bonds and other credit support or the mark-to-market derivative assets or liabilities with respect to the Commodity Hedges, or (c) any Tax assets or Tax liabilities.

“Net Working Capital” means the excess or deficit of Seller’s current assets over current liabilities calculated in accordance with [Schedule 2.2(a)] (which will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby)

“Net Working Capital” as of a specified date means Current Assets less Current Liabilities, as reflected on a balance sheet of the ​ prepared as of such date (expressed as a negative value if Current Liabilities exceed Current Assets), and as determined in accordance with the accounting policies, practices, procedures, methods, categorizations and techniques as were used in the preparation of [Schedule 1.1] (a sample calculation of Net Working Capital as of December 31, 2017).

“Net Working Capital” means, as of any time, the aggregate amount of the consolidated Current Assets of the Group Companies as of such time, minus the aggregate amount of the consolidated Current Liabilities of the Group Companies as of such time, in each case determined in accordance with [Exhibit A]. Notwithstanding anything to the contrary contained herein, “Net Working Capital” shall not include any amounts with respect to income Tax assets or Liabilities, deferred Tax assets or Liabilities, Cash and Cash Equivalents, Seller Expenses, Deferred Contingent Receivables, Indebtedness or the Acquisition Amounts. For the avoidance of doubt, the calculation of Net Working Capital shall, for all purposes of this Agreement including any post-Closing adjustment of the Purchase Price pursuant to [Section 2.4], exclude amounts or items related to the Acquired Entities.