definiens: means, with respect to any Person, that the sum of the debts and other probable Liabilities of such Person exceeds the present fair saleable value of such Person 's Assets . Immediately after giving effect to the consummation of the transactions contemplated by this Agreement and the ancillary agreements : ( i ) each member of Inpharma will be able to pay their Liabilities as they become due in the usual course of its business, ( ii ) no member of Inpharma will have unreasonably small capital with which to conduct its present or proposed business, ( iii ) each member of Inpharma will have Assets ( calculated at fair market value ) that exceed its Liabilities, and ( iv ) taking into account all pending and threatened litigation, final judgments against each member of Inpharma in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, such member of Inpharma will be unable to satisfy any such judgments promptly in accordance with their terms ( taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered ) as well as all other obligations of such member of Inpharma . The cash available to each member of Inpharma, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such Liabilities and judgments promptly in accordance with their terms