definiens: shall mean used with respect to any Person, shall mean that, as of any date of determination, ( a ) the amount ofthe of the assets of such Person on a going concern basis will, as of such date, exceed ( i ) the value ofall as of such date, as such quoted terms are generallydetermined in accordance with applicable United States federal Laws governing determinations of the insolvency of debtorsand ( ii ) the amount that will be required to pay the probable liabilities of such Person on its existing debts ( includingcontingent liabilities ) as such debts become absolute and matured, ( b ) such Person will not have, as of such date, anunreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engagedfollowing such date and ( c ) such Person will be able to pay its liabilities, including contingent and other liabilities, as theymature . For purposes of this deﬁnition, each of the phrases “ not have an unreasonably small amount of capital for theoperation of the businesses inSchedule 1.01 11which it is engaged or proposed to be engaged ” and means that such Person will be able to generate enough cash from operations, asset dispositions orrefinancing, or a combination thereof, to meet its obligations as they become due