Common use of Duties and Rights of the Escrow Agent Clause in Contracts

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent=s duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the certificates representing the Shares in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith. The Escrow Agent shall have no duty with respect to the certificates representing the Shares other than to exercise reasonable care in acquiring and delivering the same in accordance with this Agreement. (b) The Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or the certificates representing the Shares. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it and it shall be fully protected in acting in accordance with this Agreement or instructions received. (c) The Company and the Underwriter hereby waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the negligence, willful misconduct, or bad faith of the Escrow Agent.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent=s 's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the certificates representing the Shares in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith. The Escrow Agent shall have no duty with respect to the certificates representing the Shares other than to exercise reasonable care in acquiring and delivering the same in accordance with this Agreement. (b) The Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or the certificates representing the Shares. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it and it shall be fully protected in acting in accordance with this Agreement or instructions received. (c) The Company and the Underwriter hereby waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the gross negligence, willful misconduct, or bad faith of the Escrow Agent.

Duties and Rights of the Escrow Agent. The foregoing agreements and ------------------------------------- obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent=s 's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the certificates representing the Shares Escrow Account in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith. The Escrow Agent shall have no duty with respect to the certificates representing the Shares other than to exercise reasonable care in acquiring and delivering the same in accordance with this Agreement. (b) The Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or the certificates representing the Sharesotherwise acting under this Agreement. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it it, and it shall be fully protected in acting in accordance with this Agreement or instructions received. (c) The Company Cardinal and the Underwriter hereby waive any suit, claim, demand or cause of action of any kind which that they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the negligence, willful misconduct, or bad faith of the Escrow Agent.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent=s ’s duties hereunder are limited solely to the safekeeping and disposition of amounts in the Escrow Account and the delivery of the certificates representing the Shares in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith. The Escrow Agent shall have no duty with respect to the certificates representing the Shares other than to exercise reasonable care in acquiring and delivering the same in accordance with this Agreement. (b) The Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or the certificates representing the Shares. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it and it shall be fully protected in acting in accordance with this Agreement or instructions received. (c) The Company and the Underwriter Placement Agent hereby waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the gross negligence, willful misconduct, or bad faith of the Escrow Agent.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent=s 's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the certificates representing the Shares in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith. The Escrow Agent shall have no duty with respect to the certificates representing the Shares other than to exercise reasonable care in acquiring and delivering the same in accordance with this Agreement. (b) The Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or the certificates representing the Shares. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it and it shall be fully protected in acting in accordance with this Agreement or instructions received. (c) The Company and the Underwriter hereby waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the negligence, willful misconduct, or bad faith of the Escrow Agent.