Common use of Inventories Clause in Contracts

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance Sheet, the values at which all Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of any items held on consignment to the Company. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference 2015 Balance Sheet, the values at which all Inventories are carried on the Reference 2015 Balance Sheet determined and valued in accordance with GAAP applied on a consistent basis as reflected in the Financial Statements and the Company’s books and records reflect the historical inventory valuation policy of the Company and the Company Subsidiaries of stating such Inventories at the lower of cost (determined on the first-last in, first-first out methodfor finished goods and weighted average for packaging and ingredients) or market valuevalue and all Inventories are valued such that the Company and the Company Subsidiaries will earn their customary gross margins thereon. The Except as set forth in Section 3.20 of the Company Disclosure Schedule, the Company or a Company Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all EncumbrancesLiens. The Except for any inventory reserves included or reflected on the 2015 Balance Sheet and except for any damage or obsolescence standards (none of which are material), the Inventories do not consist of, in any material amount, items that are obsolete, damaged, off-spec or slow-moving. Except as set forth in Section 3.20 of the Company Disclosure Schedule, the Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Company Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet DateJanuary 1, 2014. Neither the Company nor any Company Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which to the knowledge of the Company is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Company Subsidiary changed the price of any Inventory except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiarythe Company Subsidiaries, (iib) reductions and increases responsive to normal competitive conditions conditions, and consistent with the Company's or such Subsidiary's past sales practices, (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent Company Subsidiaries. Section 3.20 of the Purchaser. Section 3.11 of the Company Disclosure Schedule sets forth is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) . The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business of the Company and the Company Subsidiaries consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance SheetDecember 31, 1996 balance sheet of the RM Financials, the values at which all Inventories are carried on the Reference Balance Sheet December 31, 1996 balance sheet of the RM Financials reflect the historical inventory valuation policy of the Company RM and the its Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value. The Company or a SubsidiaryExcept as set forth in Schedule 8.8-1, as the case may be, has RM and its Subsidiaries have good and marketable title to the Inventories free and clear of all liens or other Encumbrances. The Except as set forth in Schedule 8.8-2 or reserved against in the RM Financials, the Inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving or of any items held on consignment to the Companyconsignment. Neither the Company RM nor any Subsidiary of its Subsidiaries is under any obligation or liability Liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet DateDecember 31, 1996. Neither the Company Since December 31, 1996, neither RM nor any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company RM or any Subsidiary of its Subsidiaries changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company RM or such Subsidiaryits Subsidiaries, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, or (iii) increases to reflect any increase in the cost thereof to RM or its Subsidiaries. Other than as reflected on the Company or such Subsidiary and (iv) increases and reductions made with the written consent December 31, 1996 balance sheet of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which RM Financials, the Inventories are located. (b) The Inventories of RM and its Subsidiaries are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance SheetSheet as adjusted for operations and transactions through the Closing Date consistent with the past practice and custom of Seller for the Division, the values at which all Inventories are carried on the Reference Balance Sheet reflect the Seller's historical inventory valuation policy of for the Company and the Subsidiaries Division of stating such Inventories at the lower of cost (determined on using the first-in, first-out methodmethod for substantially all Inventories) or market value. The Company Seller or a Subsidiary, as the case may be, Division Subsidiary has good and marketable title to the Inventories free and clear of all Encumbrances. The Except as set forth on Schedule 3.17, the Inventories do not consist of, in any material amount in excess of the reserve, items that are obsolete, damaged or slow-moving; and the Inventories do not consist of any items held on consignment to the Companyconsignment. Neither Seller nor the Company nor any Division Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than as set forth in Schedule 3.7. Except in the ordinary course of business the Business consistent with past practice. No , no clearance or extraordinary sale of the Inventories has been conducted since the date of the Reference Balance Sheet DateSheet. Neither Seller nor the Company nor any Division Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time the Business and consistent with past practice, nor has Seller or the Company or any Division Subsidiary changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to Seller or the Company or such Division Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, ; and (iii) increases to reflect any increase in the cost thereof to Seller or the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the PurchaserDivision Subsidiary. Section 3.11 of the Disclosure Schedule sets forth 3.7 is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance Sheet, the values at which all Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and the Subsidiary will earn their customary gross margins thereon. The Except as set forth in Section 3.21 of the Company Disclosure Schedule, the Company or a the Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrances. To the knowledge of the Company, the Inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any the Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the date of the Reference Balance Sheet DateSheet. Neither To the knowledge of the Company, neither the Company nor any the Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any the Subsidiary changed the price of any Inventory except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such the Subsidiary, (iib) reductions and increases responsive to normal competitive conditions and consistent with the Company's ’s or such the Subsidiary's ’s past sales practices, (iiic) increases to reflect any increase in the cost thereof to the Company or such the Subsidiary and (ivd) increases and reductions made with the written consent of the PurchaserParent. Section 3.11 3.21 of the Company Disclosure Schedule sets forth is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The . To the knowledge of the Company, the Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Section 3.10 of the Disclosure Schedule contains a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. Subject to amounts reserved therefor on the Reference Closing Balance Sheet, the values at which all Inventories are carried on the Reference Closing Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries Seller of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value. The Company or a SubsidiaryExcept as set forth in Section 3.10 of the Disclosure Schedule and except for payments in the ordinary course of Business, as the case may be, Seller has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary The Seller is not under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business the Business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Closing Balance Sheet Date. Neither the Company nor any Subsidiary The Seller has not acquired or committed to acquire or manufacture manufactured Inventory for sale which is not of a quality and quantity usable in the ordinary course of business the Business within a reasonable period of time and consistent with past practice, practice nor has the Company or any Subsidiary Seller, since the Closing Balance Sheet Date, changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such SubsidiarySeller, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such SubsidiarySeller's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold or used in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference TSIC Balance Sheet, and as detailed on Exhibit 2.10(a)(ii), the values at which all Inventories are carried on the Reference TSIC Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries TSIC of stating such Inventories at the lower of cost (determined on the "first-in, first-out out" method) or market value. The Company or a Subsidiary, as the case may be, has Sellers have good and marketable title to the Inventories free and clear of all EncumbrancesLiens other than Permitted Liens. The Inventories (net of GAAP reserves) do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The Inventories net of reserves do not consist of any items held on consignment to consignment. None of the Company. Neither the Company nor any Subsidiary TSIC Entities is under any obligation or liability with respect to accepting returns of items of Inventory Inventories or merchandise in the possession of their its customers other than in the ordinary course Ordinary Course of business the Business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since October 2, 2004, other than in the Reference Balance Sheet DateOrdinary Course of the Business. Neither None of the Company nor any Subsidiary TSIC Entities has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary TSIC Entity changed the price of any Inventory Inventories except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such SubsidiaryTSIC Entity, (iib) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such SubsidiaryTSIC Entity's past sales practices, (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary TSIC Entity and (ivd) increases and reductions made with the written consent of the Purchaser. Section 3.11 3.19 of the Disclosure Schedule sets forth is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) . The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventory Reserve attached to Exhibit 2.10(a)(ii) has been established in accordance with GAAP and past custom and practice and is substantially adequate to provide for all losses which may be sustained with respect to the Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference TSIC Balance Sheet.

Inventories. (a) All inventory reflected in the June Balance Sheet of the Company and of its Subsidiaries and all inventory acquired by the Company and by its Subsidiaries subsequent to the Balance Sheet Date, were acquired and have been maintained in accordance with the regular business practices of the relevant entity, consists of items of quality and quantity reasonably expected to be useable or saleable in the ordinary course of business consistent with past practice, are valued in accordance with United States Generally Accepted Accounting Principles, and such inventory which is known or reasonably believed to be obsolete or slow moving has been adequately reserved to reduce such inventory to net realizable value. Subject to amounts reserved therefor on the Reference Balance SheetFinancial Statements, the values at which all Inventories inventories of the Company and of its Subsidiaries (collectively, the "Inventories") are carried on the Reference Balance Sheet Financial Statements reflect the historical inventory valuation policy of the Company and the of its Subsidiaries of stating such Inventories Inventories. at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and its Subsidiaries will earn its/their customary gross margins thereon. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrancesencumbrances. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the The Company nor any Subsidiary is under any no obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business consistent with past practice. No clearance clearances or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor or any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture manufactured Inventory for sale which is not of a quality and quantity usable in the ordinary course of business consistent with past practice and within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary of its Subsidiaries changed the price of any Inventory except for (i) price for reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, to any of its Subsidiaries; (ii) for reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's the Subsidiaries' past sales practices, ; and (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with to the written consent of the PurchaserSubsidiaries. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor All of the Media Inventory are reflected on the Reference Balance Sheet, the values at which all Inventories are carried Signing NBV Statement and will be reflected on the Reference Balance Sheet reflect Preliminary Closing NBV Statement and the historical inventory valuation policy Final Closing NBV Statement as of the Company dates indicated therein. All such Media Inventory was purchased, acquired or produced in the ordinary course of business, consistent with past practices, and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with GAAP. The presentation of the Media Inventory on the Signing NBV Statement was, and on the Preliminary Closing NBV Statement and the Subsidiaries Final Closing NBV Statement will be, thereon in accordance with GAAP, consistent with the accounting principles used ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ in the preparation of stating such Inventories the Company's audited financial statements. The Media Inventory as presented on the Signing NBV Statement is, and on the Preliminary Closing NBV Statement and the Final Closing NBV Statement will be, stated at the lower of cost (determined on using the first-in, first-out method) or market net realizable value, and such value reflects applicable reserves and write-downs for defective or obsolete items to the extent GAAP would so provide. The reserves against such Media Inventory have been established in accordance with GAAP. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company does not hold any items of Media Inventory on consignment or a Subsidiary, as the case may be, has good and marketable have title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of any items held on consignment of Media Inventory in the possession of others, except items of Media Inventory in shipment to the Company. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns All of items of such Media Inventory or merchandise in are and, from the possession date hereof until the Closing Date will be, of their customers other than a quality and quantity that are salable in the ordinary course of business business, consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory practices (except for (i) price reductions to reflect any reduction in the cost thereof to the Company damaged, defective or such Subsidiaryobsolete Inventory which, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values Closing Date, will not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheetexceed $10,000).

Inventories. (a) All inventory reflected in the 1996 Balance Sheet of the Company and of its Subsidiaries and all inventory acquired by the Company and by its Subsidiaries subsequent to the 1996 Balance Sheet Date, were acquired and have been maintained in accordance with the regular business practices of the relevant entity, consists of items of quality and quantity reasonably expected to be useable or saleable in the ordinary course of business consistent with past practice, are valued in accordance with United States Generally Accepted Accounting Principles, and such inventory which is known or reasonably believed to be obsolete or slow moving has been adequately reserved to reduce such inventory to net realizable value. Subject to amounts reserved therefor on the Reference Balance SheetFinancial Statements, the values at which all Inventories inventories of the Company and of its Subsidiaries (collectively, the "Inventories") are carried on the Reference Balance Sheet Financial Statements reflect the historical inventory valuation policy of the Company and the of its Subsidiaries of stating such Inventories Inventories. at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and its Subsidiaries will earn its/their customary gross margins thereon. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrancesencumbrances. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the The Company nor any Subsidiary is under any no obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business consistent with past practice. No clearance clearances or extraordinary sale of the Inventories has been conducted since the Reference 1996 Balance Sheet Date. Neither the Company nor or any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture manufactured Inventory for sale which is not of a quality and quantity usable in the ordinary course of business consistent with past practice and within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary of its Subsidiaries changed the price of any Inventory except for (i) price for reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, to any of its Subsidiaries; (ii) for reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's the Subsidiaries' past sales practices, ; and (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with to the written consent of the PurchaserSubsidiaries. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference 2019 Balance Sheet, the values at which all Inventories are carried on the Reference 2019 Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries Company Subsidiaries. Except as set forth in Section 4.20 of stating such Inventories at the lower of cost (determined on Company Disclosure Schedule, the first-in, first-out method) or market value. The Company or a Company Subsidiary, as the case may be, has good valid and marketable legal title to the Inventories free and clear of all EncumbrancesLiens other than Permitted Liens. The Except for any inventory reserves included or reflected on the 2019 Balance Sheet and except for any damage or obsolescence standards, the Inventories do not consist of, in any material amount, items that are obsolete or damaged. Except as set forth in Section 4.20 of the Company Disclosure Schedule, the Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Company Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise Inventories in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet DateJanuary 1, 2016. Neither Since January 1, 2017, neither the Company nor any Company Subsidiary has acquired or committed to acquire or manufacture Inventory Inventories for sale which that, to the knowledge of the Company, is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Company Subsidiary changed the price of any Inventory Inventories except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiarythe Company Subsidiaries, (iib) reductions and increases responsive to normal competitive conditions conditions, including discounts and consistent with rebates offered in the Company's or such Subsidiary's past sales practicesordinary course of business, and (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent Company Subsidiaries. Section 4.20 of the Purchaser. Section 3.11 of the Company Disclosure Schedule sets forth is a true and complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The . To the knowledge of the Company, the Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can could reasonably be expected to be sold in the ordinary course of the Business business of the Company and the Company Subsidiaries consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) All inventory reflected in the 1996 Balance Sheet of the Company and of its Subsidiaries and all inventory acquired by the Company and by its Subsidiaries subsequent to the 1996 Balance Sheet Date, were acquired subsequent to the 1996 Balance Sheet Date, were acquired and have been maintained in accordance with the regular business practices of the relevant entity, consists of items of quality and quantity reasonably expected to be useable or saleable in the ordinary course of business consistent with past practice, are valued in accordance with United States Generally Accepted Accounting Principles, and such inventory which is known or reasonably believed to be obsolete or slow moving has been adequately reserved to reduce such inventory to net realizable value. Subject to amounts reserved therefor on the Reference Balance SheetFinancial Statements, the values at which all Inventories inventories of the Company and of its Subsidiaries (collectively, the "Inventories") are carried on the Reference Balance Sheet Financial Statements reflect the historical inventory valuation policy of the Company and the of its Subsidiaries of stating such Inventories Inventories. at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and its Subsidiaries will earn its/their customary gross margins thereon. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrancesencumbrances. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the The Company nor any Subsidiary is under any no obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business consistent with past practice. No clearance clearances or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor or any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture manufactured Inventory for sale which is not of a quality and quantity usable in the ordinary course of business consistent with past practice and within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary of its Subsidiaries changed the price of any Inventory except for (i) price for reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, to any of its Subsidiaries; (ii) for reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's the Subsidiaries' past sales practices, ; and (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with to the written consent of the PurchaserSubsidiaries. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on in the Reference Balance SheetInterim Financial Statements, the values at which all Inventories are carried on in the Reference Balance Sheet Interim Financial Statements reflect in all material respects the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and the Subsidiaries are expected to earn their customary gross margins thereon. The Except as set forth in Section 4.10 of the Company Disclosure Letter, the Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of, in any material amount, items that are obsolete or damaged. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Datedate of the Interim Financial Statements. Neither Since the date of the Interim Financial Statements, neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (iib) reductions and increases responsive to normal competitive conditions and consistent with the Company's ’s or such Subsidiary's ’s past sales practices, (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (ivd) increases and reductions made with the written consent of the PurchaserBuyer. Section 3.11 4.10 of the Company Disclosure Schedule sets forth Letter contains a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The . In all material respects, the Inventories are in good and merchantable condition in all material respectscondition, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as Section 4.10 of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value Company Disclosure Letter sets forth a complete schedule of all items wholesaler reports received by the Company since January 1, 2005. Complete and accurate copies of obsolete, damaged and slow-moving materials and of materials of below standard quality has all such wholesaler reports have been written down provided by the Sellers to realizable market value or has been adequately reserved for on the Reference Balance SheetBuyer in the Diligence Materials.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance Sheet, the values at which all Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and the Subsidiaries will earn their customary gross margins thereon. The Except as set forth in Section 3.11 of the Disclosure Schedule, the Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business the Business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Section 3.07 of the Disclosure Schedule provides an accurate and complete (i) breakdown as of the Effective Date of all Inventories that is or may be used in or that relates to the Business (including whether (y) it has been or should be characterized as “obsolete” in accordance with GAAP, or (z) is held on a consignment basis (identifying the consignee and the location of such inventory)), and (ii) list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) Subject to amounts reserved therefor on the Reference Interim Balance Sheet, the values at which all Inventories are carried on the Reference Interim Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries IBEX Corp. of stating such Inventories at the lower of cost (determined on the firstlast-in, first-out method) or market value. The Company or a Subsidiary, as the case may be, IBEX Corp. has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of of, in any material amount, items that are obsolete, damaged, or slow-moving or held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary IBEX Corp. is not under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No IBEX Corp. has not conducted any clearance or extraordinary sale of the Inventories Inventories. IBEX Corp. has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has not acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary IBEX Corp. changed the price of any Inventory except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such SubsidiaryIBEX Corp., (iib) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's IBEX Corp.’s past sales practices, practices and (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) IBEX Corp.. The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance SheetSheet and the audited consolidated balance sheet of the Company and the Subsidiaries delivered pursuant to Section 5.1(b), the values at which all Inventories inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories inventories at the lower of cost (determined on the first-in, in first-out method) or market valuevalue and all inventories are valued such that the Company and the Subsidiaries will earn their customary gross margins thereon. The Except as set forth in Section 3.10 of the Disclosure Schedule, the Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories inventories free and clear of all Encumbrances. The Inventories inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practicebusiness. No clearance or extraordinary sale of the Inventories inventories has been conducted since the Reference Balance Sheet DateDecember 31, 1997. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practicetime, nor has the Company or any Subsidiary changed the price of any Inventory inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary Subsidiary, and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are locatedBuyer. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended intentioned and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories business. (c) Amounts reflected on in the Reference Balance Sheet were as "Costs and Estimated Earnings in Excess of Xxxxxxxx on Uncompleted Contracts" represent (i) costs properly incurred in respect of valid open sales contracts which had not been invoiced to customers at December 31, 1997 and (ii) earnings on such contracts computed on a cost of completion basis applied consistently with prior periods. Section 3.10(c) of the date of the Reference Balance Sheet salable Disclosure Schedule identifies each such contract amount exceeding $100,000 at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsoleteDecember 31, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet1997.

Inventories. (a) Subject Except as set forth on Section 3.11 of the Disclosure Schedule, subject to amounts reserved therefor on the Reference Balance Sheet, the values at which all Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on an average cost basis) and market value and all Inventories are valued such that the first-inCompany and the Subsidiaries, first-out method) or subject to periodic changes in market valueconditions, are expected to generate customary gross margins. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of, in any material amount, items that are obsolete or damaged. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither Except as set forth on Section 3.11 of the Disclosure Schedule, neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (iib) reductions and increases responsive to normal competitive conditions and consistent with the Sellers', the Company's or such Subsidiary's past sales practices, practices and (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the PurchaserSubsidiary. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can reasonably be expected to be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Section 3.6(a)(i) of the Disclosure Schedule sets forth the Reference Statement of Inventory. The Reference Statement of Inventory was prepared in accordance with the books of account and other financial records of Seller and was prepared in accordance with the methodologies described thereon. (b) Subject to amounts reserved therefor on the Reference Balance SheetStatement of Inventory, the values at which all Inventories are carried on the Reference Balance Sheet Statement of Inventory reflect the historical inventory valuation policy of the Company and the Subsidiaries Seller of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value. The Company or a SubsidiaryExcept as set forth in Section 3.6 of the Disclosure Schedule, as the case may be, Seller has good and marketable title to the Inventories free and clear of all Encumbrances, other than Permitted Encumbrances. The Except as set forth in Section 3.6 of the Disclosure Schedule, the Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary Seller is not under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers its Distribution Channel Participants or vendors other than in the ordinary course of business the Business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the date of the Reference Balance Sheet DateStatement of Inventory other than in the ordinary course of the Business consistent with past practice. Neither Section 3.6 of the Company nor any Subsidiary Disclosure Schedule sets forth all changes in the prices charged to customers or distributors for Inventory since the date of the Reference Statement of Inventory. Except as disclosed on Schedule 3.6(b) of the Disclosure Schedule, since the date of the Reference Statement of Inventory, Seller has not acquired or committed to acquire or manufactured or committed to manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business the Business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary Seller changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such SubsidiarySeller, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's Seller’s past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and Seller, (iv) increases and reductions made with the written consent of Purchaser, and (v) reductions after the Purchaserdate hereof permitted pursuant to Section 5.1(a) hereof. Section 3.11 3.6 of the Disclosure Schedule sets forth contains a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (bc) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of Since the date of the Reference Balance Sheet salable at values Statement of Inventory, the Inventories have not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, been destroyed or damaged and slow-moving materials and of materials of below standard quality has been written down in any manner that would cause them to realizable market value or has been adequately reserved for on the Reference Balance Sheetnot be merchantable.

Inventories. (a) The Inventories on the date hereof consist of a level, mix and quality of Inventories consistent with the past practice of the Company. Subject to amounts reserved therefor on the Reference Balance SheetStatement of Net Assets, the values at which all Inventories are carried on the Reference Balance Sheet Statement of Net Assets reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market valuevalue consistent with the Company's past practice. The Company or a Subsidiary, as the case may be, has good and marketable title to the does not hold any Inventories free and clear of all Encumbrances. The Inventories do not consist of any items held on consignment for any third party. Section 3.10 of the Disclosure Schedule sets forth the Inventory held by customers on a consignment basis, with the customer and value related to the Companyeach piece of Inventory clearly identified. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Statement Date. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (iib) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (ivd) increases and reductions made with the written consent of the PurchaserParent. Section 3.11 3.10 of the Disclosure Schedule sets forth is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) . The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are Company's intended use consistent with the Company's past practice and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance Sheet, the values at which all The Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-inin good condition, first-out method) or market value. The Company or a Subsidiaryare merchantable, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrances. The Inventories do not consist of any items held on consignment to the Company. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not are of a quality and quantity usable or saleable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respectsbusiness, are suitable and usable fit for the purposes for which they are intended (except to the extent, if any, written down to net realizable value on the Closing Financial Statements) and are carried on the books of the Company at the lower of cost and net realizable value. The Inventories are labelled and stored in a condition such that they can compliance with all applicable state, provincial and local laws, ordinances, and governmental rules and regulations. Accounts Receivable The Accounts Receivable shown on the Closing Date Financial Statement will be sold bona fide and will be good and collectible in their fact amounts in the ordinary course of business (subject to no defence, counterclaim or set-off) except to the extent of any reserves provided for doubtful accounts in the ordinary course of business. This representation may no longer be required if there is opportunity in this agreement for the Purchaser, at his option, to "put back" uncollected accounts receivable. Insurance Schedule ?[ ] attached hereto sets out a list and description of the policies of insurance covering the Purchased Business and Purchased Assets. All such policies will be continued in full force and effect (with all premiums paid) up to and including the Closing Date. All such policies are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the Purchased Business and Purchased Assets and, to the Vendor's best knowledge, are in character and amount at least equivalent to that carried by companies engaged in similar businesses and subject to the same or similar perils or hazards. The Vendor has not been denied insurance or suffered the cancellation of any insurance with respect to the Purchased Business and Purchase Assets in the past ? [ ] years. The Vendor is not in default with respect to any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim under any such insurance policy in due and timely fashion. Nothing has been done or omitted to be done by the Vendor which could make any policy of insurance void or voidable. Sufficiency of Assets The Purchased Assets constitute all property and assets necessary for the conduct of Purchased Business as it is currently conducted. Financial Statements The Annual Financial Statements and the Closing Financial Statements: have been prepared and, in the case of the Closing Financial Statements, will be prepared in accordance with GAAP on a basis consistent with that of prior fiscal periods; are and, in the case of the Closing Financial Statements, will be in accordance with the Records without making adjusting entries and are complete and accurate in all material respects; and present and, in the case of the Closing Financial Statements, will present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Vendor, and, in the case of the Annual Financial Statements, the results of operation of the Vendor as at and for the years ended ? and ?, respectively. If the Purchased Assets are not all or substantially all of the Vendor's assets, it may be appropriate for the Vendor to demand a separate set of financial statements for the Purchased Assets. A representation in the form above should be given in such circumstances. Books and Records The Records are duly maintained in accordance with all applicable legal requirements and sound business practices and contain full and accurate records of all matters required to be dealt with in such records. All material financial transactions relating to the Purchased Business and the Purchased Assets have been accurately recorded in the Records in accordance with GAAP and international accounting standards. Material Change Since the date of the Annual Financial Statements, there has been no material adverse change in the condition, business, operations, prospects, affairs and personnel of the Purchased Business and the Purchased Business has been conducted in the ordinary course consistent with past practice. The Inventories reflected on , including but not limited to: any payment, discharge or satisfaction of any liabilities or obligations (whether accrued, absolute, contingent or otherwise) in excess of $?[ ], other than the Reference Balance Sheet were as payment, discharge or satisfaction of liabilities or obligations incurred in the ordinary course of Purchased Business; except in the ordinary course of Purchased Business, any assets (whether real, personal or mixed, tangible or intangible) becoming subject to any mortgage, pledge, lien, security interest, encumbrance, or restriction or charge of any kind; any cancellation or waiver of any claims or rights of value, or any sale, transfer, distribution or other disposal of any assets, except for sales of finished goods inventory or other assets in the ordinary course of Purchased Business, or disposal of any assets for any amount to affiliates of the date Vendor; any disposal or lapse of any rights in, to or for the use of any patent, trademark, trade name or copyright, or any disclosure to any person not an employee or other disposal of any customer lists used by the Purchased Business; any increase in the base compensation or other payment to any director, officer or employee of the Reference Balance Sheet salable at values not less Purchased Business, whether now or hereafter payable or granted, or entry into or variation of the terms of any employment or incentive agreement with any such person (other than increases or variations in base compensation in the respective book value amounts shown on ordinary course consistent in timing and amount with past practices) or entry into or variation of the Reference Balance Sheet. The value terms of all items any employment or incentive agreements with any such person, or any termination of obsoleteany officer or other key employee of the Purchased Business; any capital expenditure or commitment for additions to property, damaged plant or equipment, or lease agreement which exceeds $?[ ] and slow-moving materials and which, if purchased, would be reflected in the property, plant or equipment accounts; any change in any method of materials accounting or keeping its books of below standard quality has been written down to realizable market value account or has been adequately reserved for on the Reference Balance Sheet.accounting practices;

Inventories. The Seller's Inventory balance as of October 2, 2004 (athe "Year End Inventory Balance") Subject to amounts reserved therefor on and as of the Reference Balance SheetClosing Date (the "Closing Date Inventory Balance") shall include reserves for allowances, markdowns, finished goods, work-in-progress, raw material obsolescence, shrinkage, reserves for losses for future inventory commitments, and all similar reserves (all of which shall be separately itemized, collectively, the values at which all Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy "Inventory Reserve") and be computed in accordance with GAAP and in a manner consistent with Seller's past practice. Attached hereto is a schedule of the Company and the Subsidiaries Inventory Reserve as of stating such Inventories at the lower of cost (determined on the first-inOctober 2, first-out method2004. EXHIBIT 2.11 FORM OF ESCROW AGREEMENT EXHIBIT 3.09(n) or market value. The Company or Purchased Subsidiary has a Subsidiary, as the case may be, has good and marketable title to the Inventories Leasehold Property for the estate or interest stated in the Disclosure Schedule free from any defects and, where appropriate, registered at the Land Registry. There is not, and clear of all Encumbrancesso far as the Sellers are aware has not been, in force any policy relating to defective title or restrictive covenant indemnity. The Inventories do not consist of any items held on consignment title deed to the CompanyLeasehold Property are in the Purchased Subsidiary's possession free from any Lien. Neither The Purchased Subsidiary does not own, is not in occupation of and is not entitled to any estate or interest in any freehold or leasehold property other than the Company nor any Leasehold Property. The Purchased Subsidiary is under not party to any obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has acquired or committed uncompleted agreement to acquire or manufacture Inventory for sale which is not dispose of any free hold or leasehold property. Except in relation to the Leasehold Property, the Purchased Subsidiary has no liability (whether actual or contingent) in relation to any freehold or leasehold property and in particular the Purchased Subsidiary has never assumed any liability under a quality and quantity usable lease (whether as landlord, tenant, guarantor or otherwise) other than any leases disclosed in the ordinary course of business within Disclosure Schedule. The Leasehold Property is in a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable substantial state of repair and condition in all free from any material respectsdefects, are suitable whether or not inherent defects or design defects, and usable fit for the purposes for which it is presently used. There have not been used in the Leasehold Property any substance which are not in conformity with the relevant British or European standards or codes of practice or which are generally known to be deleterious to health and safety or to the durability of buildings or other structures or finishes in the particular circumstances in which they are intended and used. There are in a condition such that they can be sold in no uncompleted works of any description at the ordinary course of the Business consistent with past practiceLeasehold Property. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.EXHIBIT 3.30

Inventories. (a) Subject to amounts reserved therefor on the Reference TSIC Balance Sheet, and as detailed on Exhibit 2.10(a)(ii), the values at which all Inventories are carried on the Reference TSIC Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries TSIC of stating such Inventories at the lower of cost (determined on the “first-in, first-out out” method) or market value. The Company or a Subsidiary, as the case may be, has Sellers have good and marketable title to the Inventories free and clear of all EncumbrancesLiens other than Permitted Liens. The Inventories (net of GAAP reserves) do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The Inventories net of reserves do not consist of any items held on consignment to consignment. None of the Company. Neither the Company nor any Subsidiary TSIC Entities is under any obligation or liability with respect to accepting returns of items of Inventory Inventories or merchandise in the possession of their its customers other than in the ordinary course Ordinary Course of business the Business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since October 2, 2004, other than in the Reference Balance Sheet DateOrdinary Course of the Business. Neither None of the Company nor any Subsidiary TSIC Entities has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary TSIC Entity changed the price of any Inventory Inventories except for (ia) price reductions to reflect any reduction in the cost thereof to the Company or such SubsidiaryTSIC Entity, (iib) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's TSIC Entity’s past sales practices, (iiic) increases to reflect any increase in the cost thereof to the Company or such Subsidiary TSIC Entity and (ivd) increases and reductions made with the written consent of the Purchaser. Section 3.11 3.19 of the Disclosure Schedule sets forth is a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) . The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventory Reserve attached to Exhibit 2.10(a)(ii) has been established in accordance with GAAP and past custom and practice and is substantially adequate to provide for all losses which may be sustained with respect to the Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference TSIC Balance Sheet.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance SheetSheet and the audited consolidated balance sheet of the Company and the Subsidiaries delivered pursuant to Section 5.1(b), the values at which all Inventories inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories inventories at the lower of cost (determined on the first-in, in first-out method) or market valuevalue and all inventories are valued such that the Company and the Subsidiaries will earn their customary gross margins thereon. The Except as set forth in Section 3.10 of the Disclosure Schedule, the Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories inventories free and clear of all Encumbrances. The Inventories inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving. The inventories do not consist of any items held on consignment to the Companyconsignment. Neither the Company nor any Subsidiary is under any obligation or liability with respect to accepting returns of items of Inventory inventory or merchandise in the possession of their customers other than in the ordinary course of business consistent with past practicebusiness. No clearance or extraordinary sale of the Inventories inventories has been conducted since the Reference Balance Sheet DateDecember 31, 1997. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory inventory for sale which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practicetime, nor has the Company or any Subsidiary changed the price of any Inventory inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary Subsidiary, and (iv) increases and reductions made with the written consent of the Purchaser. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are locatedBuyer. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended intentioned and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories business. (c) Amounts reflected on in the Reference Balance Sheet were as "Costs and Estimated Earnings in Excess of Xxxxxxxx on Uncompleted Contracts" represent (i) costs properly incurred in respect of valid open sales contracts which had not been invoiced to customers at December 31, 1997 and (ii) earnings on such contracts computed on a cost of completion basis applied consistently with prior periods. Section 3. 10(c) of the date of the Reference Balance Sheet salable Disclosure Schedule identifies each such contract amount exceeding S 100,000 at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsoleteDecember 31, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet1997.

Inventories. (a) All inventory reflected in the 1996 Balance Sheet of the Company and of its Subsidiaries and all inventory acquired by the Company and by its Subsidiaries subsequent to the 1996 Balance Sheet Date, were acquired and have been maintained in accordance with the regular business practices of the relevant entity, consists of items of quality and quantity reasonably expected to be useable or saleable in the ordinary course of business consistent with past practice, are valued in accordance with United States Generally Accepted Accounting Principles, and such inventory which is known or reasonably believed to be obsolete or slow moving has been adequately reserved to reduce such inventory to net realizable value. Subject to amounts reserved therefor on the Reference Balance SheetFinancial Statements, the values at which all Inventories inventories of the Company and of its Subsidiaries (collectively, the "Inventories") are carried on the Reference Balance Sheet Financial Statements reflect the historical inventory valuation policy of the Company and the of its Subsidiaries of stating such Inventories Inventories. at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and its Subsidiaries will earn its/their customary gross margins thereon. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrancesencumbrances. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the The Company nor any Subsidiary is under any no obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business consistent with past practice. No clearance clearances or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor or any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture manufactured Inventory for sale which is not of a quality and quantity usable in the ordinary course of business consistent with past practice and within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary of its Subsidiaries changed the price of any Inventory except for (i) price for reductions to reflect any for reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, to any of its Subsidiaries; (ii) for reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's the Subsidiaries' past sales practices, ; and (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with to the written consent of the PurchaserSubsidiaries. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject The Debtors own and will own at all times prior to amounts reserved therefor on the Reference Balance Sheet, the values at which all Inventories are carried on the Reference Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value. The Company or a Subsidiary, as the case may be, has Closing good and marketable title to all of the Inventories Merchandise included in the Purchased Assets and other Purchased Assets, free and clear of all Encumbrances. Liens, other than Liens that, pursuant to the Sale Order, will attach only to the proceeds of the sale of the Purchased Assets pursuant to this Agreement. (b) The Inventories do Cost Value of the Saleable Inventory included in the Purchased Assets shall be at least $140 million at Closing. (c) Since July 1, 1997 and through the Closing Date, all normal course permanent markdowns on Merchandise located at the Stores will have been taken on a basis consistent with the Company's customary practices and policies. (d) The Debtors have not consist since July 1, 1997, and shall not up to the Closing Date, marked up or raised the price of any items held on consignment of Merchandise, or removed or altered any tickets or any indicia of clearance merchandise, except in the ordinary course of business. (e) Since July 1, 1997 and through the Closing Date, the Debtors shall have ticketed or marked all items of inventory received at the Stores prior to the CompanyClosing Date in a manner consistent with similar inventory located at the Stores and in accordance with the Debtors' customary practices and policies relative to pricing and marking inventory. Neither The ticketed price of all items of inventory do not include Sales Taxes. (f) Since July 1, 1997, all point of sale activity at the Stores has occurred and will occur up to the Closing Date in the ordinary course of business. (g) The Debtors have not since July 1, 1997 and shall not up to the Closing Date purchase or transfer to or from the Stores any inventory outside the ordinary course, including, without limitation, transfers in anticipation of the Store Closing Sales or the Inventory Taking. The Debtors have not and shall not move inventory or Merchandise to or from the Stores so as to alter the inventory mix, quantities or categories, except in the ordinary course. (h) Supplies (e.g. boxes, bags, twine) have not been since July 1, 1997, and shall not be prior to the Closing Date, transferred by Parent from the Company nor any Subsidiary is under any obligation or liability with respect between or from the Stores, so as to accepting returns alter the mix or quantity of items of Inventory or merchandise in supplies at the possession of their customers Stores from that existing on July 1, 1997, other than in the ordinary course of business consistent with past practicebusiness. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor any Subsidiary has acquired or committed to acquire or manufacture Inventory for sale which is not of a quality and quantity usable ' (i) The Debtors have maintained their pricing files in the ordinary course of business within a reasonable period of time business, and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory except for (i) price reductions to reflect any reduction in the cost thereof prices charged to the Company public for Merchandise (whether in-Store, by advertisement or otherwise) are the same in all material respects as set forth in such Subsidiarypricing files for the periods indicated therein. All pricing files and records, (ii) reductions and increases responsive to normal competitive conditions and consistent with which include the Company's or such Subsidiary's past sales practicesMerchandise Condition Report, (iii) increases to reflect any increase in the cost thereof since April, 1997 relative to the Company or Merchandise have been made available to Purchaser. All such Subsidiary pricing files and (iv) increases records are true and reductions made with accurate in all material respects as to the written consent actual cost to Debtors for purchasing the goods referred to therein and as to the selling price to the public for such goods as of the Purchaser. Section 3.11 of dates and for the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are locatedperiods indicated therein. (bj) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for To the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course best of the Business consistent Debtors' knowledge, all Merchandise is in compliance with past practiceall applicable federal, state or local product safety laws, rules and standards. The Inventories reflected on Debtors have provided Purchaser with their historic policies and practices regarding product recalls prior to the Reference Balance Sheet were Inventory Taking. (k) Since July 1, 1997, through the Closing Date, Debtors have not taken any actions the result of which is to materially increase the cost of operating the Store Closing Sales, including, without limitation, increasing salaries or other amounts payable to employees. (l) With respect to the Purchased Assets or the Leases, as of the date of hereof, the Reference Balance Sheet salable at values not less than Debtors are current in the respective book value amounts shown on the Reference Balance Sheet. The value payment of all items of obsoletepost-petition rent, damaged telephone, utilities, taxes, insurance and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheetadvertising liabilities.

Inventories. (a) Subject to amounts reserved therefor on the Reference Balance SheetDecember 31, 1996 balance sheet of the Merck Contributed Business Financials, the values at which all Inventories are carried on the Reference Balance Sheet December 31, 1996 balance sheet of the Merck Contributed Business Financials, including Retained Inventory, if any, reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories at the lower of cost (determined on the first-in, first-out method) or market value, where cost is the supply price calculated pursuant to the Merck Manufacturing Supply Price Formula. The Company or a SubsidiaryExcept as set forth in Schedule 10.8-1, as the case may be, has Merck and its Subsidiaries have good and marketable title to the Inventories Inventories, including Retained Inventory, if any, free and clear of all liens or other Encumbrances. The Inventories Except as set forth in Schedule 10.8-2 or reserved against in the Merck Financials, the Inventories, including Retained Inventory, if any, do not consist of, in any material amount, items that are obsolete, damaged or slow-moving or of any items held on consignment to the Companyconsignment. Neither the Company Merck nor any Subsidiary of its Subsidiaries is under any obligation or liability Liability with respect to accepting returns of items of Inventory or merchandise in the possession of their customers its customers, including Retained Inventory, if any, other than in the ordinary course of business consistent with past practice. No clearance or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet DateDecember 31, 1996. Neither the Company Merck nor any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture Inventory Inventory, including Retained Inventory, if any, for sale by the Merck Contributed Business which is not of a quality and quantity usable in the ordinary course of business within a reasonable period of time and consistent with past practice, nor has the Company Merck or any Subsidiary of its Subsidiaries changed the price of any Inventory Inventory, including Retained Inventory, if any, except for (i) price reductions to reflect any reduction in the cost thereof to the Company Merck or such Subsidiaryits Subsidiaries, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, or (iii) increases to reflect any increase in the cost thereof to Merck or its Subsidiaries. Other than as reflected on the Company or such Subsidiary and (iv) increases and reductions made with the written consent December 31, 1996 balance sheet of the Purchaser. Section 3.11 Merck Contributed Business Financials, the Inventories, including Retained Inventory, if any, of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses Merck and other facilities in which the Inventories are located. (b) The Inventories its Subsidiaries are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.

Inventories. (a) Subject to amounts amount reserved therefor on the Reference December 31, 2000 Balance SheetSheet or listed on Schedule 3.16 attached hereto, the values at which all Inventories inventories are carried on the Reference such Balance Sheet reflect the historical inventory valuation policy of the Company and the Subsidiaries of stating such Inventories inventories at the lower of cost (determined on the first-in, first-out method) or market value. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories inventories free and clear of all Encumbrances. The Inventories inventories do not consist of any items held on consignment to the Company. Neither the The Company nor any Subsidiary is not under any obligation or liability with respect to accepting returns of items of Inventory inventory or merchandise in the possession of their customers other than in the ordinary course of business the Business consistent with past practice. No clearance or extraordinary sale of the Inventories inventories has been conducted since the Reference such Balance Sheet Date. Neither the The Company nor any Subsidiary has not acquired or committed to acquire or manufacture Inventory inventory for sale which is not of a quality and quantity usable in the ordinary course of business the Business within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary changed the price of any Inventory inventory except for (i) price reductions to reflect any reduction in the cost thereof to the Company or such SubsidiaryCompany, (ii) reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's past sales practices, (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with the written consent of the PurchaserBuyer. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all The Company maintains no warehouses and other facilities in which the Inventories inventories are locatedlocated other than its manufacturing facility in Camarillo, California. (b) The Inventories inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business consistent with past practice. The Inventories inventories reflected on the Reference such Balance Sheet were as of the date of the Reference such Balance Sheet salable at values not less than the respective book value amounts shown on the Reference such Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference such Balance Sheet.

Inventories. (a) All inventory reflected in the ____ Balance Sheet of the Company and of its Subsidiaries and all inventory acquired by the Company and by its Subsidiaries subsequent to the Balance Sheet Date, were acquired and have been maintained in accordance with the regular business practices of the relevant entity, consists of items of quality and quantity reasonably expected to be useable or saleable in the ordinary course of business consistent with past practice, are valued in accordance with United States Generally Accepted Accounting Principles, and such inventory which is known or reasonably believed to be obsolete or slow moving has been adequately reserved to reduce such inventory to net realizable value. Subject to amounts reserved therefor on the Reference Balance SheetFinancial Statements, the values at which all Inventories inventories of the Company and of its Subsidiaries (collectively, the "Inventories") are carried on the Reference Balance Sheet Financial Statements reflect the historical inventory valuation policy of the Company and the of its Subsidiaries of stating such Inventories Inventories. at the lower of cost (determined on the first-in, first-out method) or market valuevalue and all Inventories are valued such that the Company and its Subsidiaries will earn its/their customary gross margins thereon. The Company or a Subsidiary, as the case may be, has good and marketable title to the Inventories free and clear of all Encumbrancesencumbrances. The Inventories do not consist of any items held on consignment to the Companyconsignment. Neither the The Company nor any Subsidiary is under any no obligation or liability with respect to accepting returns of items of Inventory or merchandise in the possession of their its customers other than in the ordinary course of business consistent with past practice. No clearance clearances or extraordinary sale of the Inventories has been conducted since the Reference Balance Sheet Date. Neither the Company nor or any Subsidiary of its Subsidiaries has acquired or committed to acquire or manufacture manufactured Inventory for sale which is not of a quality and quantity usable in the ordinary course of business consistent with past practice and within a reasonable period of time and consistent with past practice, nor has the Company or any Subsidiary of its Subsidiaries changed the price of any Inventory except for (i) price for reductions to reflect any reduction in the cost thereof to the Company or such Subsidiary, to any of its Subsidiaries; (ii) for reductions and increases responsive to normal competitive conditions and consistent with the Company's or such Subsidiary's the Subsidiaries' past sales practices, ; and (iii) increases to reflect any increase in the cost thereof to the Company or such Subsidiary and (iv) increases and reductions made with to the written consent of the PurchaserSubsidiaries. Section 3.11 of the Disclosure Schedule sets forth a complete list of the addresses of all warehouses and other facilities in which the Inventories are located. (b) The Inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of the Business business consistent with past practice. The Inventories reflected on the Reference Balance Sheet were as of the date of the Reference Balance Sheet salable at values not less than the respective book value amounts shown on the Reference Balance Sheet. The value of all items of obsolete, damaged and slow-moving materials and of materials of below standard quality has been written down to realizable market value or has been adequately reserved for on the Reference Balance Sheet.