Buyer is not, and upon the consummation of the transactions contemplated hereby, Buyer will not become Insolvent. There is no Action pending or, to Buyer’s knowledge, threatened by Buyer or any third party to declare Buyer bankrupt (whether voluntarily or involuntarily). To Buyer’s knowledge after due inquiry, the transactions contemplated hereby are not subject to being recovered, overturned or unwound as a voidable preference or fraudulent conveyance on the part of Buyer.