definiens: means that the sum of the debts and other probable liabilities Qf Seller e.>:ceOOs the present fair saleable value Qf Seller 's assets . Immediat ely after giving effoct tQ the consummatIOn of the tran.uctions contcrnplaled hereby : ( i ) Seller will be able 10 pay its liabilities L'I they become due in the usual course of its business ; and ( ii ) taking into acoount aU pending and threatened litigation, final judgments against Seller in actions for mQney damages are not reasonably anticipated to be mtdered at a Ilme wh~"1I, or in amounts such that, Seller will be unable to sahsfy any such judgmenls promptly in accordance wllh thctr Icrn\$ ( taking inK ! account the lTUVlimum probable amount of such judgments in any such actions pod the earliest reasonable time at which such judgments mighl be rendered ) as well L'I all other obligations ofSetler . The cash nvailuble to Seller, after taking into account all other anticipat~'<I uses of the cash, WIll be sufficient to pay all such d~-bts and judgments Proml)\ly in accordance with tbeir ternls