definiens: means that the sum of the debts and othl : r liabilities and obligations of Seller e ~ cccds the present fair : ; .ale.ble valuc of Seller 's IlSSCts . Imnll'diatel y after gi villg e / Teet to the consull1malion of the lran5&Ctions contemplaled by this Agreemenl and the Rdatcd Docllrmnts, ( a ) & lIcr will be able to p"y its liabilities and obligations as they become due in the usual COlIfSC of its bUiiiness . ( b ) Seller .., II not have Ilnmlsollllb ly small capital with which to conduct its busirn : ss . ( e ) Seller will have assets ( calculated at fair madet " aluo : :) that exceed its liabilities and obligations and ( d ) taking into account all pendiog and threatened litigation . final judgrncnlll agllifl5 t Sclkr in Klions for n\OftCy damages all ' not reasoNlbly anticipated to be rendered K1 . time " ' hen . or in anlOunts such tMt . Seller shall be unable to SAlisfy any such judgment promptly in accordunce ", ith its tcnn . ( tlkmg into account an estimated probIIhlc amount of such judgments in any such actions and the earliest rea50lWlbie lime at .. hich suehjudgme nts might be rendered ) as " ell as.1l other obligations ofSeIIcr