Common use of Product Returns Clause in Contracts

Product Returns. (i) From the Effective Date through and including December 31, 2008 ("Seller Return Period"), Seller shall process and be financially responsible for all returns of Product that is labeled with Seller NDC numbers; provided, however that Seller will not be financially responsible for any returns of Product during the Seller Return Period that are due to incorrect shipments of such Product by Purchaser or damaged shipments of such Product by Purchaser, but rather Purchaser will reimburse Seller for all such amounts paid in connection with such Product returns. Purchaser shall process and be financially responsible for all returns of Product labeled with Purchaser NDC numbers irrespective of return period, and for all returns of Product labeled with Seller NDC numbers on or after January 1, 2009. For all Product that is returned to Seller but is the financial responsibility of the Purchaser, Seller will destroy, or cause to be destroyed, all such Product and on the tenth (10th) Business Day of each month, provide to Purchaser a reporting of such Product returns, including documentation sufficient to determine any appropriate customer reimbursement or credit. Purchaser will then process the return according to Purchaser's then-current returned goods policy. To the extent that a Party processes, issues credits or remits payment for returns in respect of Product for which the other Party is financially responsible under this subsection, the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes. Returned Product shall not be transferred between the Parties, but instead shall be destroyed by the receiving Party. Each Party shall destroy, or cause to be destroyed, all such returned Product in a manner consistent with applicable Law, and the costs of such destruction shall not be reimbursed.

Product Returns. (i) From and after the Effective Date through and including December 31, 2008 ("Seller Return Period")Closing Date, Seller and Buyer shall process and be financially responsible for all returns of returned Product that units in accordance with subsections (ii), (iii) and (iv), below. If either party or its Affiliate issues a credit or reimbursement for returned Product units for which the other party is labeled financially responsible, or partly responsible, in accordance with Seller NDC numbers; providedsubsections (ii), however that Seller will not be financially responsible (iii) and (iv), below, the crediting or paying party shall bxxx the other party for any returns of Product during the Seller Return Period that are due to incorrect shipments reimbursement of such credits or payments, or the portion thereof for which such other party is responsible, in the case of Shared Lots. Each such invoice shall set forth such information as shall be reasonably necessary to support the invoice. Each party shall, within forty-five (45) days of its receipt of an invoice, pay the other party or its designee for the full invoiced amount. Such handling of returned Product units by Purchaser Seller or damaged shipments Buyer, as applicable, and the issuance of such Product by Purchaser, but rather Purchaser will reimburse Seller for all such amounts paid any credits or other forms of reimbursement in connection therewith, shall be in accordance with such Product returns. Purchaser shall process and be financially responsible for all returns of Product labeled with Purchaser NDC numbers irrespective of return period, and for all returns of Product labeled with Seller NDC numbers on or after January 1, 2009. For all Product that is returned to Seller but is the financial responsibility of the Purchaser, Seller will destroy, or cause to be destroyed, all such Product and on the tenth (10th) Business Day of each month, provide to Purchaser a reporting of such Product returns, including documentation sufficient to determine any appropriate customer reimbursement or credit. Purchaser will then process the return according to Purchaser's parties' respective then-current returned goods policypolicies. To Buyer hereby agrees that it shall take no actions to solicit or otherwise encourage Product returns after the extent that Closing Date except as required by Governmental Rules. Notwithstanding the foregoing, if a Party processesthird party claims a credit or other form of reimbursement in connection with a returned Product, issues credits which Seller or remits payment for returns Buyer disagrees with or is not in respect accordance with their current returned goods policies, as applicable, but after (1) good faith discussions between Seller or Buyer and (2) the use of Product for which commercially reasonable efforts to refuse the credit, the third party continues to insist on the credit or reimbursement, then Seller or Buyer, as applicable, shall be entitled to invoice the other Party is financially responsible under party or its designee for the credit or reimbursement as otherwise provided for in this subsection, Section 7.10(b). All returned Product units received by Seller or its Affiliates or Buyer or its Affiliates after the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes. Returned Product shall not be transferred between the Parties, but instead Closing Date shall be destroyed by such party, at the receiving Party. Each Party shall destroyexpense of the party financially responsible for such Product as described below, or cause to be destroyed, all such in accordance with its respective returned Product in a manner consistent with applicable Law, and the costs of such destruction shall not be reimbursedgoods policies.

Product Returns. (i) From the Effective Date through and including December 31, 2008 ("Seller Return Period")shall be financially responsible for returned Units of Products sold by Seller, Seller Sub or their respective Affiliates on or before the Closing Date. Purchaser shall process and be financially responsible for all returns returned Units of Product that is labeled with Products bearing the NDC numbers of Seller NDC numbers; provided, however that or Seller will not be financially responsible for any returns of Product during the Seller Return Period that are due to incorrect shipments of such Product Sub sold by Purchaser or damaged shipments its Affiliates after the Closing Date and all returned Units of such Product the Products bearing the NDC numbers of Purchaser or its Affiliates. All returned Units of Products received by Purchaser, but rather Purchaser will reimburse Seller for all such amounts paid in connection with such Product returns. Purchaser shall process and be financially responsible for all returns of Product labeled with Purchaser NDC numbers irrespective of return period, and for all returns of Product labeled with Seller NDC numbers on or after January 1, 2009. For all Product that is returned to Seller but is the financial responsibility of the PurchaserSeller, Seller Sub or the Affiliates of any Party after the Closing Date will destroybe processed and handled by such receiving Party (or its Affiliate, or cause to be destroyed, all such Product and on the tenth (10thif applicable) Business Day at its respective returns handling facility. If either Party accepts returned Units of each month, provide to Purchaser a reporting of such Product returns, including documentation sufficient to determine any appropriate customer reimbursement or credit. Purchaser will then process the return according to Purchaser's then-current returned goods policy. To the extent that a Party processes, issues credits or remits payment for returns in respect of Product for which the other Party is financially responsible under in accordance with this subsectionSECTION 8.5(B), that Party shall invoice the other Party for the amount of such return in accordance with the current returned goods policy of the Party receiving the returned Product and the associated reasonable cost of destruction, including payments to any vendors in connection therewith. Each such invoice shall reimburse set forth the number of Units processed, together with such processing or paying other information as shall be reasonably necessary to support the invoice. Each Party shall, within thirty (30) days of its receipt of invoices that describe invoice, pay the requested payments in reasonable detail, other than amounts that are Party for the subject of bona fide disputesfull invoiced amount. Returned Product shall not be transferred between the Parties, but instead shall be destroyed by the The receiving Party. Each Party shall destroy, or cause to be destroyed, all such returned Product in a manner consistent with applicable LawLaws. Notwithstanding any provision herein to the contrary, Purchaser and the costs of such destruction its Affiliates shall not be reimbursedtake any actions with the intention of encouraging or otherwise affirmatively causing Seller's and Seller Sub's customers and distributors to return Products (except as otherwise required by, or deemed prudent by Purchaser under, applicable Law).

Product Returns. (a) The Seller agrees to retain $60,000 of the purchase price it receives at Closing under this Agreement, create a product return escrow account (the "Escrow"), and keep that money in the Seller and segregated in that account for this purpose. The Escrow shall be used to reimburse the Buyer (i) From for a period of 90 days from the Effective Date through and including December 31date of Closing or (ii) for a period of time so long as the total reimbursement requests submitted by the Buyer to the Seller for a payment from the Escrow is less than or equal to $60,000, 2008 whichever is shorter (the "Seller Return Reimbursement Period"), Seller shall process and be financially responsible for all returns of Product that is labeled with Seller NDC numbers; provided, however that Seller will not be financially responsible commercially reasonable amounts incurred by the Buyer for any returns of Product during the Seller Return Period that are due to incorrect shipments of such Product by Purchaser services rendered, products produced or damaged shipments of such Product by Purchaser, but rather Purchaser will reimburse Seller for all such amounts paid purchased or refunds given in connection with such Product returns. Purchaser shall process and be financially responsible for all returns the repair or replacement or issuance of Product labeled with Purchaser NDC numbers irrespective a refund in lieu of return periodrepair or replacement of defective products or services which (x) were sold by Seller prior to the Closing Date, and for all returns of Product labeled with Seller NDC numbers on or after January 1, 2009. For all Product that is returned (y) are covered under Seller's warranty as provided to Seller but is the financial responsibility of the Purchaser, Seller will destroy, or cause to be destroyed, all such Product and on the tenth (10th) Business Day of each month, provide to Purchaser a reporting purchaser of such Product returns, including documentation sufficient to determine any appropriate customer reimbursement product or credit. Purchaser will then process service at the return according to Purchaser's then-current returned goods policy. To the extent that a Party processes, issues credits or remits payment for returns in respect time of Product sale by Seller and (z) for which the other Party failure to satisfy the warranty under which such products or services are covered is financially responsible under this subsectionreasonably likely to result in Buyer's failure to collect the Accounts Receivable balance related to such defective products or services. The Buyer shall submit to Seller no more frequently than every 30 days during the Reimbursement Period an accounting (the "Monthly Accounting") of all costs incurred by Buyer in connection with the repairs, replacements or refunds referred to in the foregoing sentence. During the Reimbursement Period, the other Party Seller shall reimburse such processing or paying Party pay the Buyer, within thirty (30) 5 days of its receipt of invoices a Monthly Accounting, for all properly documented amounts incurred in accordance with this Section 8.6, unless the Seller can show that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes. Returned Product shall such request is not be transferred between the Parties, but instead shall be destroyed by the receiving Party. Each Party shall destroy, or cause to be destroyed, all such returned Product in a manner consistent with applicable Law, and the costs of such destruction shall not be reimbursedcommercially reasonable.

Product Returns. (ia) Subject to Purchasers’ financial responsibility for returns under Section 8.5.2(b), Sellers will be responsible for processing returns of all Product packaged for commercial sale (“Finished Product”) labeled with Sellers’ NDC number for sixty (60) days after the Transition Date. Effective on the sixty first (61st) day following the Transition Date, all returns of Finished Product labeled with Sellers’ NDC number shall be sent to Purchasers. Returns will be processed by each Party in accordance with such Party’s returned goods policy, regardless of which Party made the corresponding original sale. The joint notice, to be agreed by the Parties, will notify all customers of the foregoing change in trade return procedures as soon as practicable following the Transition Date, but in any event no later than one (1) Business Day after the Transition Date. (b) From and after the Effective Date through and including December 31Transition Date, 2008 ("Seller Return Period"), Seller Purchasers shall process and be financially responsible for all returns of Finished Product that is labeled with Seller NDC numbers; providedin the Territory and, however that Seller will not be financially responsible for any returns of Product during the Seller Return Period that are due to incorrect shipments of such Product by Purchaser or damaged shipments of such Product by Purchaser, but rather Purchaser will reimburse Seller for processing all such amounts paid in connection with such Product returns. Purchaser shall process and be financially responsible for all returns of Product labeled with Purchaser NDC numbers irrespective of return period, and for all returns of Product labeled with Seller NDC numbers on or after January 1, 2009the sixty first (61st) day following the Transition Date and shall cause its processor to process trade returns in accordance with Purchasers’ normal returns procedures. (c) For all any Finished Product that is returned to Seller one Party but is the financial processing responsibility of the Purchaserother Party pursuant to Section 8.5.2(a), Seller the Party receiving such returned Finished Product will destroy, or cause to be destroyed, all such Product and on the tenth (10th) Business Day of each month, provide to Purchaser a reporting of such Product returns, including documentation sufficient to determine any appropriate customer reimbursement or credit. Purchaser will then process the return according to Purchaser's then-current returned goods policy. To the extent that a Party processes, issues credits or remits payment for returns in respect of Product for which the other Party is financially responsible under this subsection, the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes. Returned Product shall not be transferred between the Parties, but instead shall be destroyed by the receiving PartyFinished Product. Each Party of Purchasers and Sellers shall destroy, or cause to be destroyed, all such returned Finished Product in a manner consistent with all applicable Law, Law and the costs of such destruction shall not be reimbursed.reimbursed by the Party responsible for processing such returns. (d) For a period of six (6) months following the sixtieth (60) day following the Transition Date, for any Finished Product labeled with Sellers’ NDC number and that are returned to Sellers but are the processing responsibility of Purchasers, Sellers will, upon request, provide Purchasers with a returns report within ten (10) days of the request, and such returns shall be processed by Purchasers according to Purchasers’ then-current returned goods policy, which shall be commercially reasonable. For the avoidance of doubt, in the case of a customer dispute, the return quantities as listed on the returns report shall be considered final. (e) Neither Purchasers nor Sellers shall instruct, recommend or attempt to induce customers who have previously purchased any Finished Product from it to: (i) return such Finished Product when that would not otherwise have been the case but for such Party’s instructions, recommendations or inducement; or (ii) delay the return of such Finished Product. For the avoidance of doubt, Purchasers’ shipment of units of Finished Product to customers in the ordinary course will not be deemed to violate this Section 8.5.2(e). 8.6