Common use of Cardinal Warranties Clause in Contracts

Cardinal Warranties. Cardinal represents and warrants that: (a) subject to Section 11.4, at the time of shipment hereunder, the Drug Product supplied by it hereunder shall meet the Specifications (b) subject to Section 11.4, the Drug Product supplied by it hereunder shall be manufactured in accordance with cGMPs and the Specifications; (c) subject to Section 11.4, it shall perform its obligations hereunder in compliance with all applicable federal, state and local laws and regulations, including without limitation the Act, FDA's then cGMPs, and any and all health, safety and environmental laws and regulations applicable to Cardinal's operations and performance hereunder; (d) all Drug Products furnished to Adams hereunder shall have been manufactured in all material respects xx xccordance with the terms of the Quality Agreement; (e) the title conveyed on all Drug Products furnished to Adams hereunder shall be good, and its transfer rightful, and the Drux Xxxducts shall be delivered free from any security interest or other lien or encumbrance, other than claims for payment under Section 9.1 hereof, provided that Cardinal makes no representation with respect to any lien or other encumbrance relating to Starting Materials delivered to Cardinal to be held on consignment; (f) it owns the its intellectual property or has the right to use its intellectual property in the course of its performance hereunder (provided, however, that Cardinal makes no representation regarding the Transferred Know-How (as defined in the Asset Purchase Agreement)); and (g) it is free to enter into this Agreement; and, it has, and will continue to have, the legal power, authority and right to perform its obligations hereunder. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 11.1 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS SECTION 11.1, CARDINAL MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DRUG PRODUCT. IN ADDITION, CARDINAL HEREBY DISCLAIMS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO DRUG PRODUCT.

Cardinal Warranties. Cardinal represents and warrants that: (a) subject to Section 11.4, at the time of shipment hereunder, the Drug Product supplied by it hereunder shall meet the Specifications (b) subject to Section 11.4, the Drug Product supplied by it hereunder shall be manufactured in accordance with cGMPs and the Specifications; (c) subject to Section 11.4, it shall perform its obligations hereunder in compliance with all applicable federal, state and local laws and regulations, including without limitation the Act, FDA's then cGMPs, and any and all health, safety and environmental laws and regulations applicable to Cardinal's operations and performance hereunder; (d) all Drug Products furnished to Adams Xxxxx hereunder shall have been manufactured in all material respects xx xccordance in accordance with the terms of the Quality Agreement; (e) the title conveyed on all Drug Products furnished to Adams Xxxxx hereunder shall be good, and its transfer rightful, and the Drux Xxxducts Drug Products shall be delivered free from any security interest or other lien or encumbrance, other than claims for payment under Section 9.1 hereof, provided that Cardinal makes no representation with respect to any lien or other encumbrance relating to Starting Materials delivered to Cardinal to be held on consignment; (f) it owns the its intellectual property or has the right to use its intellectual property in the course of its performance hereunder (provided, however, that Cardinal makes no representation regarding the Transferred Know-How (as defined in the Asset Purchase Agreement)); and (g) it is free to enter into this Agreement; and, it has, and will continue to have, the legal power, authority and right to perform its obligations hereunder. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 11.1 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS SECTION 11.1, CARDINAL MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DRUG PRODUCT. IN ADDITION, CARDINAL HEREBY DISCLAIMS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO DRUG PRODUCT.