definiens: means ( I ) with respect to the Company and the Subsidiary, on a consolidated6 basis, ( i ) the present fair saleable value of the Company ’s and the Subsidiary ’s assets is less than the amount required to paythe Company ’s and the Subsidiary ’s total Indebtedness ( as defined below ), ( ii ) the Company and the Subsidiary are unableto pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute andmatured or ( iii ) the Company and the Subsidiary intend to incur or believe that they will incur debts that would be beyondtheir ability to pay as such debts mature ; and ( II ) with respect to the Company and the Subsidiary, individually, ( i ) thepresent fair saleable value of the Company ’s assets is less than the amount required to pay the Company ’s totalIndebtedness ( as defined below ), ( ii ) the Company is unable to pay its debts and liabilities, subordinated, contingent orotherwise, as such debts and liabilities become absolute and matured or ( iii ) the Company intends to incur or believes thatit will incur debts that would be beyond its ability to pay as such debts mature . Neither the Company nor the Subsidiary hasengaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for whichthe Company ’s or the Subsidiary ’s remaining assets constitute unreasonably small capital