definiens: when used with respect to any Person, means that, as of any date of determination, ( a ) the fair value of the assets of such Person and itssubsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, ofsuch Person and its subsidiaries on a consolidated basis, ( b ) the present fair saleable value of the property of such Person and itssubsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of such Person and itssubsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts andother liabilities become absolute and matured, ( c ) such Person and its subsidiaries on a consolidated basis will not have unreasonably smallcapital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to beconducted following the Closing Date and ( d ) such Person and its subsidiaries on a consolidated basis will be able to pay their debts andliabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured