Common use of Inventory and Returns Clause in Contracts

Inventory and Returns. (a) Section 3.8(a) of the Seller Disclosure Schedule sets forth a complete and correct list of the Inventory as of May 15, 2012, as the same will be revised as of the day prior to the Closing Date. The Inventory has been produced or manufactured in accordance with all Applicable Law and Regulatory Approvals. (b) Since January 1, 2010, Seller has not (i) materially altered its distribution practices or terms with respect to the Product, or (ii) materially altered its activities and practices with respect to inventory levels of the Product maintained at the wholesale, chain, institutional or retail levels in any material respect. (c) Section 3.8(c) of the Seller Disclosure Schedule sets forth, on a monthly basis, the returns of the Product for the one year period ended May 15, 2012, as the same will be revised as of the day prior to the Closing Date. (d) All Inventory included in the Purchased Assets shall be fully paid for, saleable and in good and marketable condition and shall be in compliance with all Laws applicable to its manufacture, labeling and storage. (e) All Inventory identified on Schedule 1.1(a) shall be provided to Opco without additional consideration.