As of the Closing and immediately after giving effect to the Transactions, Sellers shall (i) be able to pay their debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay their debts (including a reasonable estimate of the amount of all of their contingent liabilities and obligations), and (iii) have adequate capital to carry on their businesses. Each Seller acknowledges that, in connection with the Transactions, no transfer of property is being made by Sellers and no obligation is being incurred by Sellers with the intent to hinder, delay or defraud either present or future creditors of Buyers, Sellers, the Company or any of the Company Subsidiaries.