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required under applicable law or by any governmental agency, in which case the party required
to make the press release or public disclosure shall use commercially reasonable efforts to
obtain the approval of the other party as to the form, nature and extent of the press release or
public announcement prior to issuing the press release or making the public announcement.
E. Cardinal Health Warranties / Limitation of Liability - Cardinal Health warrants that it will convey
to Distributor good title to the Products, free and clear of all security interests, liens or other
encumbrances of any kind or character. Cardinal Health further warrants that any product it
manufactures (the term “manufacture”, for purposes of this warranty does not include product
repackaging) shall, as of the date of shipment, be fit for the purposes and indications described
in the product labeling. Cardinal Health does not warrant product that it does not manufacture;
however, to the extent assignable, Cardinal Health will assign to Customer the manufacturer
warranties for those other products. Notwithstanding the foregoing, any warranties provided by
Cardinal Health shall not apply in the event that any product delivered pursuant to these Policies
and Procedures is misused, altered, damaged or used other than in accordance with product
label, inserts, or other instructions provided by Cardinal Health. Cardinal Health has
manufactured, packaged and is selling the Products to Distributor in compliance with all
applicable federal, state and local laws, rules and regulations.
THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES OF ANY
KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. IN NO EVENT,
WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE),
OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND ANY LIABILITY OF CARDINAL HEALTH
TO DISTRIBUTOR SHALL BE LIMITED TO THE PRICE PAID BY DISTRIBUTOR FOR THE PRODUCTS
WHICH ARE THE SUBJECT OF SUCH LIABILITY.
F. Indemnification - Distributor hereby agrees to defend, indemnify and hold harmless Cardinal
Health and its affiliates and their respective directors, officers, and employees from and against
any and all third-party (including any governmental authority) claims, causes of action,
judgments and/or settlement costs, other costs and expenses (including, but not limited to,
reasonable attorney fees and expenses), losses, fines, penalties, or liabilities of any kind
(collectively, “Liabilities”) arising out of the negligent, reckless, or willful misconduct of
Distributor, its agents, employees, or subcontractors related to the representations and
obligations under these Policies, and/or the use of Products provided under these Policies.
Notwithstanding the foregoing, Distributor will not be liable to Cardinal Health under this
indemnity to the extent the Liabilities are caused by the negligent, reckless, or willful acts or
omissions of Cardinal Health or its agents, employees, or subcontractors.
Cardinal Health hereby agrees to defend, indemnify and to hold harmless Distributor, and its
agents, employees and servants, from any and all third-party (including any governmental
authority) Liabilities for physical injury or death, arising out of, in connection with, or as a result
of the purchase or use of any defective products manufactured by Cardinal Health and