definiens: means that the sum of the debts and other probable liabilities of the Person exceeds the present fair saleable value of the Person ’s assets . Immediately prior to giving effect to the t ransactions contemplated hereby : ( a ) the Company an d each of its Subsidiaries will be able to pay its liabilitie s as they become due in the usual course of busines s ; ( b ) the Company and each of its Subsidiaries will not have unreasonably small capital with which to conduct it s proposed business ; ( c ) the Company and each of its Subsidiar ies will have assets ( calculated at fair market val ue ) that exceed its liabilities, after taking into account t he intercompany debt portion of Funded Indebtedness to be paid off at the Closing ; and ( d ) taking into account all pending and threatened litigation, no final judgme nts against the Company or any of its Subsidiaries in actions f or money damages are reasonably anticipated to be r endered at a time when, or in amounts such that, the Compan y or such Subsidiary will be unable to satisfy any such judgments promptly in accordance with their terms a nd all other obligations of the Company or such Sub sidiary