After giving effect to the first closing of the Acquisition and to the transactions contemplated by this Agreement and the other Transaction Documents, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Company will exceed the aggregate Debt of the Company as the Debt becomes absolute and matures, (b) the Company has not incurred and does not intend to incur, and does not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by the Company and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) the Company will not have (and has no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.