After giving effect to the transactions contemplated by this Agreement (including the consummation of each of the Initial Closing, the Second Closing and the Additional Closing), (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing indebtedness as such indebtedness matures or is otherwise payable and (ii) the current cash flow of the Company, together with the proceeds the Company would receive upon liquidation of its assets, after taking into account all anticipated uses of such amounts, would be sufficient to pay all indebtedness when such indebtedness is required to be paid. The Company has no knowledge of any facts or circumstances which lead it to believe that, after giving effect to the transactions contemplated by this Agreement (including the consummation of each of the Initial Closing, the Second Closing and the Additional Closing), it will be required to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction, and has no present intention to so file.