definiens: means that t ~ e sum of the debts and other probable Liabilities of the Seller exceed the present fair saleable value of the Seller 's assets . Immediately after giving effect to the consummation of the transactions contemplated by this Agreement, the Seller : ( a ) shall be able to pay its Liabilities as they become due in the usual course of its business ; ( b ) shall not have unreasonably small capital with which to conduct its present or proposed business ; ( c ) shall have assets ( calculated at fair market value ) that exceed its Liabilities ; and ( d ) shall, taking into account all pending and threatened litigation, have no final Judgments against the Seller in actions for money damages that are reasonably anticipated to be rendered at a time when, or in amounts such that, the Seller shall 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 the Seller . The cash available to the Seller, after taking into account all other anticipated uses of the cash, shall be sufficient to pay all such Liabilities and Judgments promptly in accordance with their terms