definiens: shall mean with respect to any Person that, as of any date of determination, ( i ) the amo unt of the Fair Value and Present Fair Saleable Value o f the assets of such Person exceeds as of such date its respective Stated Liabilities and other Contingent Liabilities, ( ii ) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the bu siness in which such Person is engaged following su ch date ( iii ) such Person will have sufficient assets and cash fl ow to pay its respective Stated Liabilities and oth er Contingent Liabilities as they mature or otherwise become due, and ( iv ) such Person does not intend to, and does not believe that it will, incur debts beyond such Person ’s abil ity to pay as such debts mature . For purposes of th is definition ( A ) the term, means the amount at whic h the assets, in their entirety, of such Person wou ld change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, e ach having reasonable knowledge of the relevant facts, with ne ither being under any compulsion to act, ( B ) the te rm means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of such Per son are sold with reasonable promptness under norma l selling conditions in a current market, ( C ) the term means all known liabilities and reco rded liabilities ( including Contingent Liabilities that would be rec orded in accordance with GAAP consistently applied ) of such Person, and ( D ) the term m eans the estimated amount of liability reasonably l ikely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of such Person