The Seller does not have any Liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due) except (i) liabilities and obligations occurring in the Ordinary Course of Business since June 30, 2017 consistent with past practice, (ii) as disclosed on the 2016 Balance Sheet or the Interim Balance Sheet, or (iii) as disclosed on Section 3.9 of the Disclosure Schedule. The Seller is solvent. As of the Closing, the Seller will remain solvent and will be able to pay its Liabilities as they become due. The Seller has never been a debtor in any bankruptcy Proceeding, whether voluntary or involuntary, actual or threatened, or has made an assignment of its assets for the benefit of any creditor or otherwise.