Immediately after giving effect to the Sale Transactions, Seller shall be able to pay its debts as they become due and shall own cash and property which has a fair saleable value greater than the amounts required to pay its liabilities and debts (including a reasonable estimate of the amount of all contingent liabilities, including with respect to any litigation to which Seller is a party).  No transfer of property is being made and no obligation is being incurred in connection with the Sale Transactions with the intent to hinder, delay or defraud any present or future creditors of Seller.