definiens: ) for such units as of the Closing Date, and ( ii ) the shall mean the amount equal to : ( x ) the weekly average of the aggregate number of units of each SKU shipped by all of Seller 's Principal Wholesalers in the previous lIouiJ ~ elendar weeki ) ~ multiplied by ( y ) l[9uil@)€eek!ljmultiplied by ( z ) the WAC for each unit . " * ( d ) Section 3.8 dof the Seller Disclosure Schedule sets forth, on aupoi1thf~ * basis, the returns of Infergen for the twenty - foul ~1b § onth period ended September 30, 200 ] . * " Section 3.9 . Tax Matters . There are no Encumbrances on any of the Purchased Assets or the Inventory that arose in connection with any failure ( or alleged failure ) to pay any Tax, and Seller has no Knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would reasonably be expected to result in any such Encumbrance