Common use of Escrow Agent Responsibilities Clause in Contracts

Escrow Agent Responsibilities. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but shall not be the property of the Escrow Agent. Escrow Agent shall have no liability for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equity. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1) the duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it will not be liable for any error of judgment made in good faith by an authorized agent, partner, employee, or attorney of it, unless it is proven that the Escrow Agent was negligent in ascertaining the pertinent facts or in employing or supervising the agent, partner, or employee; (3) the Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement or in accordance with written instructions signed by Seller and Purchaser or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5) the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to it.

Escrow Agent Responsibilities. The following provisions shall apply to the Escrow Agent hereunder: A. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, its agent and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but affiliates shall not be the property of the Escrow Agent. Escrow Agent shall have no liability liable for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law action taken or in equity. The Escrow Agent is not required to secure the performance of its duties omitted by bond or otherwise. Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequentialit, or other damages any action suffered by it to be taken or obligations to them for any act or omission by the Escrow Agent or any of its agentsomitted, partners, or employees performed in good faith and in the exercise of its own best judgment, absent gross negligence or their best judgment willful misconduct, and may rely conclusively and shall be protected in a manner reasonably acting upon any order, notice, demand, certificate, opinion or advice of counsel, statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained) which is believed in good faith by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent to be genuine and to be signed or presented by SourceOne and Cardium. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, unless evidenced by a writing delivered to the Escrow Agent hereundersigned by SourceOne and Cardium. In performing any duties under this Agreement, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1) the duties its affiliates and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it will not be liable for any error of judgment made in good faith by an authorized agent, partner, employee, or attorney of it, unless it is proven that the Escrow Agent was negligent in ascertaining the pertinent facts or in employing or supervising the agent, partner, or employee; (3) the Escrow Agent will agents shall not be liable to any person with respect to party for any action takenincidental, sufferedindirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages, losses, or omitted expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. B. The Escrow Agent shall not be responsible for the sufficiency or accuracy, the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it in accordance with this Agreement hereunder, or in accordance with written instructions signed by Seller and Purchaser of any signature or an order issued by a court of competent jurisdictionendorsement thereon, except to the extent arising as a result of Escrow Agent’s negligenceor for any description therein, willful misconduct or breach of this Agreement; (4) nor shall the Escrow Agent may rely be responsible or liable in any respect or on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority account of the person signing identity, authority or rights of the document persons executing or delivering or purporting to give it to the Escrow Agent, and execute or deliver any document or property paid or delivered by the Escrow Agent is not obligated pursuant to examine or pass upon the validityprovisions hereof, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as if in all cases the Escrow Agent shall acts in good faith believe the same to faith, using reasonable judgment. C. The Escrow Agent may at any time resign and thereupon be genuine, to have been signed or presented discharged of its duties as Escrow Agent hereunder by the person or parties purporting to sign the same and to conform giving thirty (30) calendar days written notice thereof to the provisions of this Agreement; (5) other parties hereto and transferring the Shares for which the book positions have not yet been released, resignations and any other documents or items held by it hereunder to a successor agent designated by all parties. Such resignation shall not take effect until receipt by the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, of an independent certified public accountant, or other expert rendering advice or an opinion within his area instrument of expertise, except acceptance executed by a successor escrow agent and subscribed and consented to by each of the extent arising as a result parties hereto and delivery of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of documents and items held hereunder by the Escrow Agent to qualify such successor. Any successor escrow agent appointed hereunder shall be jointly designated by SourceOne and Cardium. The Escrow Agent shall also be discharged of its duties and obligations hereunder upon deposit of all documents and items held hereunder to, and acceptance thereof, by any court in San Diego County, California having jurisdiction over the parties hereto and willing to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7) accept same. In addition, SourceOne and Cardium acting together may jointly discharge the Escrow Agent is not under at any duty to give time during the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to itterm hereof upon thirty (30) calendar days prior written notice.

Escrow Agent Responsibilities. The following provisions shall apply to the Escrow Agent hereunder: A. The Escrow Agent executes this Agreement solely and its agent and affiliates shall not be liable for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and undertakes in the exercise of its own best judgment, absent gross negligence or willful misconduct, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel, statement, instrument, report or other paper or document (not only as to perform its due execution and the dutiesvalidity and effectiveness of its provisions, but only also to the duties, specifically set forth hereintruth and acceptability of any information therein contained) which is believed in good faith by the Escrow Agent to be genuine and to be signed or presented by SourceOne and Cardium. The Escrow Agent shall hold not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement, unless evidenced by a writing delivered to the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but signed by SourceOne and Cardium. In performing any duties under this Agreement, the Escrow Agent and its affiliates and agents shall not be liable to any party for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the property possibility of such damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. B. The Escrow Agent shall not be responsible for the sufficiency or accuracy, the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any description therein, nor shall the Escrow Agent be responsible or liable in any respect or on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property paid or delivered by the Escrow Agent pursuant to the provisions hereof, if in all cases the Escrow Agent acts in good faith, using reasonable judgment. C. The Escrow Agent may at any time resign and thereupon be discharged of its duties as Escrow Agent hereunder by giving thirty (30) calendar days written notice thereof to the other parties hereto and transferring the Shares that have not yet otherwise been transferred pursuant to the terms hereof, resignations and any other documents or items held by it hereunder to a successor agent designated by all parties. Such resignation shall not take effect until receipt by the Escrow Agent of an instrument of acceptance executed by a successor escrow agent and subscribed and consented to by each of the parties hereto and delivery of the documents and items held hereunder by the Escrow Agent to such successor. Any successor escrow agent appointed hereunder shall be jointly designated by SourceOne and Cardium. The Escrow Agent shall also be discharged of its duties and obligations hereunder upon deposit of all documents and items held hereunder to, and acceptance thereof, by any court in San Diego County, California having jurisdiction over the parties hereto and willing to accept same. In addition, SourceOne and Cardium acting together may jointly discharge the Escrow Agent at any time during the term hereof upon thirty (30) calendar days prior written notice. D. Upon delivery of all or any portion of the documents or items held hereunder by the Escrow Agent in accordance with the terms hereof, the Escrow Agent shall be relieved of any and all further obligations hereunder in respect to the portion so delivered. E. This Agreement shall inure to the benefit of and be binding upon the Escrow Agent and its successors and assigns. The Escrow Agent may perform its duties through its agents and affiliates. The Escrow Agent shall have no liability duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof and shall not in any manner be liable or responsible for any loss which may result from or damage arising by reason of any failure act or omission by it or in connection with any of the institution transactions contemplated hereby, including, but not limited to any loss that may occur by reason of forgery, false representations or the exercise of its discretion in which any particular manner or for any other reason, except for its own gross negligence, willful misconduct, unlawful act, or failure to act in good faith. F. The Escrow Agent shall receive from the Escrowed Funds are placed; provided, however, that notwithstanding anything herein parties jointly the sum of $10,000 (representing $5,000 for its services rendered in connection with this agreement and $5,000 for its services related to the contraryCross Investment Equity Escrow Agreement), so long as the time spent in the event performance of a loss resulting from the failure its duties hereunder does not exceed fifteen (15) hours. The Escrow Agent shall keep records of the financial institution time spent in which the Escrowed Funds are placed, Seller performance of its services hereunder and Purchaser shall have submit a monthly statement of same to both SourceOne and Cardium. If the same remedies generally available to depositors services of the financial institutionEscrow Agent shall exceed fifteen (15) hours in the aggregate, then the Escrow Agent shall be paid for such excess hours at the rate of $125 per hour. All fees for the services of the Escrow Agent hereunder are to be paid one-half by Cardium and one-half by SourceOne. G. SourceOne and Cardium hereby agree to indemnify the Escrow Agent and hold it harmless from and against any and all claims, liabilities, obligations, costs or expenses (including, without limitation, all remedies available at law or in equity. The reasonable attorneys fees) incurred by the Escrow Agent is not required to secure in connection with any action rising out of the performance of its duties by bond hereunder, except for such liabilities, costs or otherwise. Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission expenses incurred by the Escrow Agent or any of resulting from its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for own willful misconduct, negligence, tortious conversion of any Escrowed Funds gross negligence or documents, instruments or items, if any, delivered failure to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1) the duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it will not be liable for any error of judgment made act in good faith by an authorized agent, partner, employee, or attorney of it, unless it is proven that the Escrow Agent was negligent in ascertaining the pertinent facts or in employing or supervising the agent, partner, or employee; (3) the Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement or in accordance with written instructions signed by Seller and Purchaser or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5) the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to itfaith.

Escrow Agent Responsibilities. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-an interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The Escrowed Funds shall be kept invested in (a) direct thirty-day or less obligations of the United States of America or thirty-day or less obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America, or (b) with the prior written consent of Seller and Purchaser, in any institutional money market fund or depository money market offered by the Escrow Agent, including any institutional money market fund or depository money market managed by the Escrow Agent or any of its affiliates. The account shall be in the name of Escrow Agent but shall not be the property of the Escrow Agent. Escrow Agent shall have no liability for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equity, and such loss shall not affect Purchaser’s obligations of payment pursuant to the Purchase Agreement. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. The Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, incidental or other consequential damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1a) the duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2b) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it provided that the Escrow Agent will not be liable for any error of judgment made in good faith act or omission by an authorized any such agent, partner, employee, or attorney of it, unless it is proven that to the Escrow Agent was negligent in ascertaining the pertinent facts same extent it would have been liable had it committed or in employing allowed such act or supervising the agent, partner, or employeeomission; (3c) the Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement or in accordance with written instructions signed by the Seller and Purchaser or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4d) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5e) the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6f) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7g) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to it.

Escrow Agent Responsibilities. (a) The Escrow Agent executes this Agreement solely and its agent and affiliates shall not be liable for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and undertakes in the exercise of its own best judgment, absent gross negligence or willful misconduct, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel, statement, instrument, report or other paper or document (not only as to perform its due execution and the dutiesvalidity and effectiveness of its provisions, but only also to the duties, specifically set forth hereintruth and acceptability of any information therein contained) which is believed in good faith by the Escrow Agent to be genuine and to be signed or presented by Seller and Cardium. The Escrow Agent shall hold not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement, unless evidenced by a writing delivered to the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but signed by Seller and Cardium. In performing any duties under this Agreement, the Escrow Agent and its affiliates and agents shall not be liable to any party for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the property possibility of such damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. (b) The Escrow Agent shall not be responsible for the sufficiency or accuracy, the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any description therein, nor shall the Escrow Agent be responsible or liable in any respect or on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property paid or delivered by the Escrow Agent pursuant to the provisions hereof, if in all cases the Escrow Agent acts in good faith, using reasonable judgment. (c) The Escrow Agent may at any time resign and thereupon be discharged of its duties as Escrow Agent hereunder by giving thirty (30) calendar days written notice thereof to the other parties hereto and transferring the Claim Shares and any Remaining Shares and any other documents or items held by it hereunder to a successor agent designated by all parties. Such resignation shall not take effect until receipt by the Escrow Agent of an instrument of acceptance executed by a successor escrow agent and subscribed and consented to by each of the parties hereto and delivery of the documents and items held hereunder by the Escrow Agent to such successor. Any successor escrow agent appointed hereunder shall be jointly designated by Seller and Cardium. The Escrow Agent shall also be discharged of its duties and obligations hereunder upon deposit of all documents and items held hereunder to, and acceptance thereof, by any court in San Diego County, California having jurisdiction over the parties hereto and willing to accept same. In addition, Seller and Cardium acting together may jointly discharge the Escrow Agent at any time during the term hereof upon thirty (30) calendar days prior written notice. (d) Upon delivery of all or any portion of the documents or items held hereunder by the Escrow Agent in accordance with the terms hereof, the Escrow Agent shall be relieved of any and all further obligations hereunder in respect to the portion so delivered. (e) This Agreement shall inure to the benefit of and be binding upon the Escrow Agent and its successors and assigns. The Escrow Agent may perform its duties through its agents and affiliates. The Escrow Agent shall have no liability duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof and shall not in any manner be liable or responsible for any loss which may result from or damage arising by reason of any failure act or omission by it or in connection with any of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institutiontransactions contemplated hereby, including, without limitationbut not limited to any loss that may occur by reason of forgery, all remedies available at law false representations or the exercise of its discretion in equity. any particular manner or for any other reason, except for its own gross negligence, willful misconduct, unlawful act, or failure to act in good faith. (f) The Escrow Agent is not required to secure shall receive the sum of $3,500 for its services rendered hereunder, so long as the time spent in the performance of its duties by bond or otherwisehereunder does not exceed fifteen (15) hours. The Escrow Agent shall keep records of the time spent in the performance of its services hereunder and shall submit a monthly statement of same to both Seller and Purchaser hereby release Cardium. If the Escrow Agent from all liability for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities services of the Escrow Agent are further definedshall exceed fifteen (15) hours in the aggregate, limited, and qualified by then the following: (1) Escrow Agent shall be paid for such excess hours at the duties and obligations rate of $125 per hour. All fees for the services of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not hereunder are to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or paid one-half by or through its agents, partners, employees, or attorneys, Cardium and it will not be liable for any error of judgment made in good faith one-half by an authorized agent, partner, employee, or attorney of it, unless it is proven that the Escrow Agent was negligent in ascertaining the pertinent facts or in employing or supervising the agent, partner, or employee; (3) the Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement or in accordance with written instructions signed by Seller and Purchaser or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5) the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to itSeller.

Escrow Agent Responsibilities. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created herebyby this Agreement and pursuant to the Engagement Letter, on the terms and conditions set forth in itthis Agreement, and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but shall not be the property of the Escrow Agent. Escrow Agent shall have no liability for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equitythis Agreement. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. Seller ▇▇▇▇▇▇ and Purchaser hereby the Company release the Escrow Agent from all liability for any special, punitive, incidental, consequential, or other damages or obligations to them for any act or omission (including its own negligence) by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconducttheft, gross negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agentdeliberate misconduct. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1a) the The duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2b) the The Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partnersdirectors, employees, or attorneys, and it will not be liable for any error of judgment made in good faith by an authorized agentdirector, partner, employee, or attorney of it, unless it is proven that the Escrow Agent was grossly negligent in ascertaining the pertinent facts or in employing or supervising the agent, partnershareholder, employee, or employeeattorney; (3c) the The Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement Agreement, a court order, or in accordance with written joint or concurring instructions signed by Seller ▇▇▇▇▇▇ and Purchaser the Company or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4d) the The Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it; (e) The Escrow Agent, so long after consultation with ▇▇▇▇▇▇ and the Company and others, as appropriate, regarding substantive issues and costs, may consult with and seek the advice of legal counsel, independent certified public accountants, and other experts of its choice whenever it deems it necessary with respect to actions to be taken or omitted by it as the Escrow Agent and may pay those persons reasonable compensation, for which ▇▇▇▇▇▇ and the Company jointly and severally shall in good faith believe reimburse the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this AgreementEscrow Agent on demand as set forth above; (5f) the The Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6g) nothing Nothing in this Agreement will be deemed to impose imposes on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; (h) The Escrow Agent does not have any duty to make any inquiry, determination, or verification with respect to the performance by ▇▇▇▇▇▇ or the Company of any provision of the Engagement Letter; and (7i) the The Escrow Agent is does not under have any duty to give the Escrowed Funds Payments held in escrow by it pursuant to under this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or validity, genuineness, or collectibility of any security or other document or instrument delivered to it.

Escrow Agent Responsibilities. (a) The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, and undertakes to perform the duties, but only the duties, specifically such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) The Escrow Agent shall hold not be liable for any action taken or omitted by it in good faith and in the Escrowed Funds exercise of its own best judgment, and may rely conclusively and shall be protected in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Companyacting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The account shall be in the name of Escrow Agent but shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the property Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. Upon or before the execution of this Agreement, the Committee and the Company Representative shall deliver to the Escrow Agent authorized signers’ lists in the form of Exhibit D-1 and Exhibit D-2 to this Agreement. (c) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Parent pursuant to the terms of this Agreement or, if such notice is disputed by the Committee or the Company Representative, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Parent the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (d) The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 5(f), below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (e) The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Account to a successor escrow agent appointed jointly by the Committee and the Company Representative. (f) The Escrow Agent shall be indemnified and held harmless by Parent from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Account held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Upon request by the Escrow Agent Agent, Parent shall have no liability for any loss which may result from any failure advance funds in an amount sufficient to pay such expenses of the institution in which the Escrowed Funds are placedEscrow Agent; provided, however, that notwithstanding the Escrow Agent shall repay any amount advanced by Parent (i) that exceeds the Escrow Agent’s actual expenses or (ii) in the event that it is ultimately determined that the Escrow Agent is not entitled to indemnification under this Agreement. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. (g) The Escrow Agent shall be entitled to reasonable compensation from Parent for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from Parent for all reasonable expenses incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. (h) From time to time on and after the date hereof, the Committee and the Company Representative shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. (i) Notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equity. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1) the duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it will not be liable for any error of judgment made in good faith by an authorized agent, partner, employee, or attorney of it, unless it is proven that the Escrow Agent was negligent in ascertaining the pertinent facts or in employing or supervising the agent, partner, or employee; (3) the Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement or in accordance with written instructions signed by Seller and Purchaser or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to not be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5) the Escrow Agent will be free relieved from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives hereunder for its own similar property, and the Escrow Agent makes no representation as to the value, validity gross negligence or genuineness, of any document or instrument delivered to itits own willful misconduct.

Escrow Agent Responsibilities. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but shall not be the property of the Escrow Agent. Escrow Agent shall have no liability for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equity. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1a) the duties and obligations of the Escrow Agent will be determined solely by hold and safeguard the express provisions Escrow Fund during the Escrow Period, will treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement, and this Agreement is not to be interpreted as the property of the Parent, the Surviving Corporation, the Shareholder Representative or construed to impose on any Shareholder, and will hold and dispose of the Escrow Agent any implied duties, covenants, or obligations;Fund only in accordance with the terms of this Agreement. (2b) the Escrow Agent may execute act upon any of its rights, powers, instrument or responsibilities under this Agreement either directly or other writing believed by or through its agents, partners, employees, or attorneys, and it will not be liable for any error of judgment made Escrow Agent in good faith to be genuine and to have been signed (with an original signature or signature by facsimile transmission) and presented by the proper person (including the signature of any person purporting to be an officer or authorized agent, partner, employee, or attorney representative of it, unless it is proven that the Escrow Agent was negligent in ascertaining the pertinent facts or in employing or supervising the agent, partner, or employee; (3a corporate party) the Escrow Agent and will not be liable to any person party hereto in connection with respect to the performance of Escrow Agent's duties hereunder, except for Escrow Agent's own breach, gross negligence or willful misconduct. Escrow Agent will not incur any action taken, sufferedliability for following the instructions herein contained or expressly provided for, or omitted written instructions given by it the parties hereto in accordance with this Agreement. Escrow Agent's duties will be determined only with reference to this Agreement and applicable laws, and Escrow Agent is not charged with knowledge of, or any duties or responsibilities in connection with, any other document or agreement. If in doubt as to its duties and responsibilities hereunder, Escrow Agent may consult with counsel of its choice and will be protected in any action taken or omitted in connection with the reasonable advice or opinion of such counsel. (c) In the event that Escrow Agent is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it will be entitled to refrain from taking any action and its sole obligation will be to keep safely all property held in escrow until it is directed otherwise in writing by joint written instructions, or an order and legal opinion as referred to in Section 3(c). (d) Escrow Agent is to act as a depository agent only and is hereby relieved of any liability in connection with any representations, promises or agreements 6 made by the other parties to this Agreement. Escrow Agent is not be responsible for and is not under a duty to examine any other agreement or to determine if parties have performed under any other agreement. (e) Escrow Agent will send to the Shareholder Representative and Parent, statements detailing receipts, disbursements and balances of the Escrow Fund on a calendar quarterly basis. (f) In the event that the Escrow Fund includes any cash, Escrow Agent will invest and reinvest the Escrow Fund as instructed by the Shareholder Representative in short-term U.S. Treasury Bills and Notes or other direct obligations of the United States. Income from any such investment will be held by Escrow Agent and will be reinvested in accordance with written this Section 5(f). Escrow Agent will have the right to liquidate any investments held, in order to provide funds necessary to make required payments under this Agreement. Escrow Agent in its capacity as escrow agent hereunder will not have any liability for any loss sustained as a result of any investment made pursuant to the instructions signed by Seller and Purchaser of the Shareholder Representative that comply with this Section 5(f) or an order issued by as a court result of competent jurisdiction, any liquidation of any investment prior to its maturity or for the failure of the Shareholder Representative to give Escrow Agent instructions to invest or reinvest the Escrow Fund or any earnings thereon except to the extent arising as a result of from Escrow Agent’s negligence's breach, gross negligence or willful misconduct or breach of this Agreement; (4) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5) the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to itmisconduct.

Escrow Agent Responsibilities. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-an interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The Escrowed Funds shall be kept invested in (a) direct thirty-day or less obligations of the United States of America or thirty-day or less obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America, or (b) with the prior written consent of Seller and Purchaser, in any institutional money market fund or depository money market offered by the Escrow Agent, including any institutional money market fund or depository money market managed by the Escrow Agent or any of its affiliates. The account shall be held in a national financial institution reasonably acceptable to both Seller and Purchaser in the name of Escrow Agent but shall not be the property of the Escrow Agent. Escrow Agent shall have no liability for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equity, and such loss shall not affect Purchaser’s obligations of payment pursuant to the Purchase Agreement. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. The Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, incidental or other consequential damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following: (1a) the duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations; (2b) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it provided that the Escrow Agent will not be liable for any error of judgment made in good faith act or omission by an authorized any such agent, partner, employee, or attorney of it, unless it is proven that to the Escrow Agent was negligent in ascertaining the pertinent facts same extent it would have been liable had it committed or in employing allowed such act or supervising the agent, partner, or employeeomission; (3c) the Escrow Agent will not be liable to any person with respect to any action taken, suffered, or omitted by it in accordance with this Agreement or in accordance with written instructions signed by the Seller and Purchaser or an order issued by a court of competent jurisdiction, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (4d) the Escrow Agent may rely on any document given to it pursuant to this Agreement without verifying the authenticity of it, the genuineness of any signature on it, or the authority of the person signing the document or purporting to give it to the Escrow Agent, and the Escrow Agent is not obligated to examine or pass upon the validity, execution, binding effect, or sufficiency of either this Agreement or any amendment or supplement to it, so long as the Escrow Agent shall in good faith believe the same to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement; (5e) the Escrow Agent will be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant, or other expert rendering advice or an opinion within his area of expertise, except to the extent arising as a result of Escrow Agent’s negligence, willful misconduct or breach of this Agreement; (6f) nothing in this Agreement will be deemed to impose on the Escrow Agent any liability to any person as a result of any failure of the Escrow Agent to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction; and (7g) the Escrow Agent is not under any duty to give the Escrowed Funds held in escrow by it pursuant to this Agreement any greater degree of care than it gives its own similar property, and the Escrow Agent makes no representation as to the value, validity or genuineness, of any document or instrument delivered to it.