Vendors’ Representative Sample Clauses
The Vendors’ Representative clause designates an individual or entity to act on behalf of all vendors in matters related to the agreement. This representative is typically authorized to make decisions, give consents, receive notices, and handle post-closing matters such as claims or disputes on behalf of the vendors collectively. By centralizing communication and authority, the clause streamlines interactions between the vendors and the buyer, reducing administrative complexity and ensuring efficient resolution of issues that may arise during or after the transaction.
POPULAR SAMPLE Copied 3 times
Vendors’ Representative. (1) SunOpta is hereby appointed, authorized and empowered to be the representative of each of the Vendors to deliver and receive all documents, instruments and consents on behalf of the Vendors prior to and immediately after the Closing Date, in connection with, and that may be reasonably necessary and appropriate to close the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, this Agreement and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Vendors’ Representative accepts such appointment, authority and power.
(2) Mascoma and the Purchaser shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Vendors’ Representative as representing all of the Vendors and shall be fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon absent wilful misconduct. The Vendors’ Representative shall not be responsible for any loss suffered by, or liability of any kind to, such Vendors arising out of any act done or omitted by the Vendors’ Representative in connection with the acceptance or administration of its duties under Section 4.02(1), unless such act or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconduct.
(3) Notwithstanding anything to the contrary in this Section 4.02 or any other provision of this Agreement, the Vendors’ Representative shall have no authority as Vendors’ Representative with respect to Claims for indemnification against an individual Vendor pursuant to Section 6.02 of this Agreement or with respect to any other Claims against an individual Vendor, and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for the representations, warranties or covenants of individual Vendors contained in this Agreement.
Vendors’ Representative. Vendor’s Representative shall represent the Vendor in all matters pertaining to this Agreement. Vendor’s Representative is authorized to act on Vendor’s behalf with respect to the services and work to be provided hereunder and make all decisions in connection therewith.
Vendors’ Representative. Each Vendor shall submit with its bid the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's bid.
Vendors’ Representative. 13.1 Subject to clause 13.5, each Vendor irrevocably appoints the Vendors’ Representative as its agent:
13.1.1 to negotiate, agree and/or determine the adjustment (if any) to the Initial Consideration to be made in accordance with clause 4 and schedule 9;
13.1.2 to negotiate, compromise, agree and settle any Acquisition Dispute with the Purchaser on its behalf; and
13.1.3 to act on its behalf in relation to any matter which this agreement expressly provides to be agreed or done by the Vendors’ Representative.
13.2 Without prejudice to clause 13.1, each Vendor irrevocably agrees that any Notice, consent or agreement, election, demand or other action to be given, made or taken by such Vendor (whether individually or with others) under or in connection with this agreement may be given, made or taken on its behalf by the Vendors’ Representative.
13.3 Each Vendor irrevocably:
13.3.1 (subject to clause 13.5) undertakes to the Purchaser that the Vendors’ Representative has and shall retain the authority to bind it in relation to the matters referred to in clauses 13.1 and l3.2 (“Relevant Matters”);
13.3.2 agrees that the Purchaser shall be entitled to rely on any Notice, communication, consent or agreement, election, demand or other action in writing provided by the Vendors’ Representative in relation to any Relevant Matter as binding on it; and
13.3.3 agrees that any Notice, communication, consent or agreement, election, demand or other action in writing by the Vendors’ Representative to the Purchaser in relation to any Relevant Matter shall be deemed to be provided by the Vendors’ Representative as agent for all of the Vendors.
Vendors’ Representative. Vendor shall designate a minimum one, and a maximum of two individuals to liaise with University’s Contract Administrator on facilities and/or equipment maintenance and/or repair requests.
Vendors’ Representative. (a) The Vendors agree that when this agreement provides that any power may be exercised by, any decision may be made by, any action may be performed by, any notice may or must be given by or to, or any consent may be given by a Vendor or the Vendors:
(i) then that power may be exercised by, that decision may be made by, that action may be performed by, that notice may be given by or to and that consent may be given by the Vendors’ Representative for and on behalf of that Vendor or all the Vendors (as applicable);
(ii) the Purchaser may rely on the exercise, decision, action, notice or consent of the Vendors’ Representative in relation to any such matters as having been given on behalf of that Vendor or all the Vendors (as applicable) and the Purchaser may rely on any notice given to the Vendors’ Representative (such notice being deemed to have been given to all the Vendors);
(iii) the Purchaser is not bound to act on, and may in its absolute discretion disregard, any notice that is given by a Vendor other than a notice given by the Vendors’ Representative; and
(iv) the Purchaser agrees not to challenge the validity of any act carried out by the Vendors’ Representative on behalf of the Sellers in accordance with this clause 3.5.
(b) The Vendors:
(i) agree to be bound by all acts and omissions of the Vendors’ Representative in exercising their rights and performing their obligations under this agreement; and
(ii) indemnify the Vendors’ Representative against all Liability arising as a result of or in connection with the exercise in good faith of any power under this agreement by the Vendors’ Representative on behalf of any one or more Vendors, and the Vendors hereby waive any rights they have or may have to make or bring a Claim against the Vendors’ Representative in relation to the exercise of any power for and on behalf of any of the Vendors.
(c) The Vendors’ Representative shall be J▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other entity or person as notified by the Vendors to the Purchaser.
Vendors’ Representative. Vendor hereby designates ▇▇▇▇ ▇▇▇▇▇▇▇, VP and Chief Engineer, or his designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the services under this Agreement.
Vendors’ Representative. (a) In order to administer efficiently the determination of certain matters under this Agreement, each of the Vendors hereby severally and irrevocable appoints the Vendors’ Representative as its representative, agent, proxy and attorney-in-fact, such designation and appointment being coupled with an interest, with full power of substitution, to take any action that is required under the Agreement or related ancillary documents to effectuate the completion of the transactions contemplated hereunder or to execute and deliver any documents on their behalf, and do and cause to be done all such acts and things as may be necessary or desirable in connection with this Agreement. Without limiting the generality of the foregoing, Vendors’ Representative may, on its own behalf and on behalf of the Vendors:
(i) negotiate, settle and deliver the final forms of any documents that are necessary or desirable to give effect to the transactions contemplated hereunder;
(ii) give and receive all notices and communications on behalf of such Vendor in connection with this Agreement;
(iii) make all decisions and take all actions relating to the respective rights, obligations and remedies of such Vendor under this Agreement, including to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of such Vendor, to defend against indemnification claims of Pioneer Indemnified Parties, and to negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to claims against such Vendor;
(iv) amend, supplement or change this Agreement, or waive any provision hereof, including, without limitation, extending any time periods as may be contemplated herein, or terminating this Agreement; provided, that such amendment, supplement, change or waiver applies to all Vendors, based on their Pro Rata Share;
(v) receive service of process on behalf of such Vendor in connection with any claims under this Agreement; and
(vi) take all actions as are necessary or appropriate in judgement of the Vendors' Representative in connection with any of the foregoing, including retaining such counsel, accountants and other professional advisors as he reasonably deems necessary to assist him in the performance of his duties hereunder, all in Vendors’ Representative’s absolute discretion, as it deems appropriate.
(b) Pioneer may rely upo...
Vendors’ Representative. Each Vendor hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇ as the Vendors’ Representative, who shall have the power to take each action contemplated by this Agreement to be taken by the Vendors’ Representative, including, without limitation, to act on behalf of each Vendor and to make all decisions and agreements on their behalf in connection with schedule 8 hereto. The Purchaser shall not be required to make any enquiry of, or reach any agreement with, any of the Vendors or Interflora Members in connection with any of the matters delegated to the Vendors’ Representative herein.
Vendors’ Representative. 6.19.1 Upon consummation of the transactions contemplated herein, and without further act of any Vendor, Hibernia Capital Partners, Ltd. shall be appointed attorney-in-fact (the “Vendors Representative”) for each Vendor for and on behalf of each such Vendor, to give and receive notices and communications, to authorize delivery to the Purchaser of amounts under the Escrow Agreement, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims by Purchaser, to take all actions necessary or appropriate in the judgment of Vendors Representative for the accomplishment of the foregoing. Notices or communications to or from the Vendors Representative shall constitute notice to or from each of the Vendors.
6.19.2 Each decision, act, consent or instruction of the Vendors Representative shall constitute a decision of all the Vendors shall be final, binding and conclusive upon each Vendor and their successors or transferees, and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Vendors Representative as being the decision, act, consent or instruction of each every Vendor. The Escrow Agent and the Purchaser are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Vendors Representative.
6.19.3 The agency described in this Clause 6.12 may be changed by the Vendors from time to time upon not less than thirty (30) days prior written notice to the Purchaser. The Vendors Representative may resign upon not less than thirty (30) days prior written notice to the Purchaser. Any vacancy in the position of Vendors Representative may be filled by Hibernia Capital Partners, Ltd.
6.19.4 The Vendors Representative shall not be entitled to compensation for his or her services rendered hereunder. However, the Vendors Representative shall be reimbursed by the Vendors for reasonable counsel fees and other reasonable out-of-pocket expenses incurred in connection with the provisions of this Agreement and the Escrow Agreement.
6.19.5 The Vendors Representative may act upon any instrument or other writing believed by such Vendors Representative in good faith to be genuine and to be signed or presented by the proper person and shall not be liable for any act done or omitted hereunder as Vendors Representativ...