definiens: means ( i ) the actual amount paid by Buyer to third parties to manufacture a Kit of Product ( the ) that is used to replace another Kit of Product, which other Kit of Product was sold prior to the Closing in accordance with the replacement policy in effect at the time of such sale ( a ), ( ii ) the actual cash funds paid by Buyer to customers in lieu of a Pre - Closing Kit or ( iii ) any actual costs arising from any Actions brought by a third party against the Company or Buyer for a failure to replace a Pre - Closing Kit under the replacement policy in effect prior to the Closing Date after the Company or Buyer has offered ( and subsequently fulfilled any accepted offer ) to refund the purchase price thereof to such third party, but ( a ) if at the time of the payment under clause ( ii ) above or the failure to replace under clause ( iii ) above, there is a Kit of Product that could be used to replace a Kit of Product, then the amounts under such clauses shall be limited to the Manufacturing Cost, unless such customer has the right to a cash refund under the written or oral replacement policies in effect prior to the Closing and ( b ) only to the extent that such amount together with all other Uncovered Replacement Expenses is in excess of $ [ 242,000 ]