Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. (a) In order to administer efficiently the determination of certain matters under this Agreement, each of the Vendors hereby designate and appoint Xxxxxx Xxxxxx, the Vendors’ Representative, as its, his, or her, as the case may be, agent and attorney-in-fact, such designation and appointment being coupled with an interest, with full power of substitution for it, to: (i) give and receive all notices and communications on behalf of each of the Vendors hereunder; (ii) make all decisions and take all actions relating to the Vendors' respective rights, obligations, and remedies 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 and to defend against indemnification claims of the Purchaser related to a breach of covenant by the Corporation; and (iii) take all actions as are necessary or appropriate in the judgement of the Vendors’ Representative in connection with any of the foregoing, including retaining such counsel, accountants, and other professional advisors as the Vendors’ Representative reasonably deems necessary to assist it in the performance of its duties hereunder. (b) The Vendors’ Representative shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred in connection with the performance of its duties, to be paid by the Vendors. Notices or communications to or from the Vendors’ Representative shall constitute notice to or from any applicable Vendor. (c) The Purchaser may rely upon any decision, act, consent or instruction of the Vendors’ Representative as being the decision, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability to any Vendor for any acts taken by it in accordance with such decision, act, consent, or instruction of the Vendors’ Representative. (d) The Vendors’ Representative, by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees to take all such actions as a required by the Vendors’ Representative hereunder.

Vendors’ Representative. (a1) In order SunOpta is hereby appointed, authorized and empowered to administer efficiently be the determination of certain matters under this Agreement, each of the Vendors hereby designate and appoint Xxxxxx Xxxxxx, the Vendors’ Representative, as its, his, or her, as the case may be, agent and attorney-in-fact, such designation and appointment being coupled with an interest, with full power of substitution for it, to: (i) give and receive all notices and communications on behalf representative of each of the Vendors hereunder; (ii) make to deliver and receive all decisions documents, instruments and take all actions relating 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' respective rights’ Representative accepts such appointment, obligationsauthority 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 remedies under this Agreement including shall be fully protected in connection with any action or inaction taken or omitted to receive and send notices, to receive and deliver documents, to exercise, enforcebe taken in reliance thereon absent wilful misconduct. The Vendors’ Representative shall not be responsible for any loss suffered by, or waive rights liability of any kind to, such Vendors arising out of any act done or conditions, to give releases and discharges and to defend against indemnification claims of the Purchaser related to a breach of covenant omitted by the Corporation; and (iii) take all actions as are necessary or appropriate in the judgement of the Vendors’ Representative in connection with any of the foregoing, including retaining such counsel, accountants, and other professional advisors as the Vendors’ Representative reasonably deems necessary to assist it in the performance acceptance or administration of its duties hereunderunder 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. (b3) The Vendors’ Representative shall receive no compensation for services rendered Notwithstanding anything to the contrary in this Section 4.02 or any other than reimbursement provision of out-of-pocket expenses incurred in connection with the performance of its dutiesthis Agreement, to be paid by the Vendors. Notices or communications to or from the Vendors’ Representative shall constitute notice to or from any applicable Vendor. (c) The Purchaser may rely upon any decision, act, consent or instruction of the 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 being decreasing the decision, act, consent or instruction liability of each Vendor. The Purchaser is hereby relieved from any liability to any Vendor for any acts taken by it the representations, warranties or covenants of individual Vendors contained in accordance with such decision, act, consent, or instruction of the Vendors’ Representative. (d) The Vendors’ Representative, by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees to take all such actions as a required by the Vendors’ Representative hereunder.

Vendors’ Representative. 11.1 Any consent or agreement or direction or waiver given or made by the Vendors' Representative or Vendors' Solicitors for the purposes of this Agreement shall be binding upon all of the Vendors. 11.2 Delivery of any document or payment required to be made to the Vendors or any of them hereunder may be made to the Vendor's Solicitors (aREF ACG/752614) In order whose receipt for such delivery or payment shall be an absolute discharge of the Purchaser who shall not be concerned with the application thereof. 11.3 The Vendors' Representative is hereby authorized by the Vendors to administer efficiently act in the determination of certain matters under way contemplated by this AgreementAgreement and to take such decisions as he shall at his entire discretion determine and, each provided he acts in good faith, the Vendors' Representative shall have and accepts no liability to any of the Vendors hereby designate and appoint Xxxxxx Xxxxxx, or to any other person other than the Vendors’ Representative, Purchaser in connection with or as its, his, or her, as the case may be, agent and attorney-in-fact, a result of anything which such designation and appointment being coupled with an interest, with full power of substitution for it, to: (i) give and receive all notices and communications on behalf of each of the Vendors hereunder; (ii) make all decisions and take all actions relating to the Vendors' respective rights, obligations, and remedies under this Agreement including Representative does or refrains from doing or neglects or omits to receive and send notices, to receive and deliver documents, to exercise, enforce, or waive rights or conditions, to give releases and discharges and to defend against indemnification claims of the Purchaser related to a breach of covenant by the Corporation; and (iii) take all actions as are necessary or appropriate in the judgement of the Vendors’ Representative do in connection with any matter relating to this Agreement. 11.4 As between the Vendors, the Vendors' Representative shall not be required to expend any of his own money on or in relation to matters referred to in this Agreement and, without prejudice to the generality of the foregoing, including retaining such counsel, accountants, may decline to take any steps in relation to any claim under Warranties or Tax Deed of Covenant unless he has been indemnified or secured (if and to the extent he so requires) to his full satisfaction by the Vendors he represents in respect of the maximum amount of the expenses and other professional advisors as the Vendors’ Representative liabilities of any kind which he reasonably deems necessary to assist it in the performance of its duties hereunder. (b) The Vendors’ Representative shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred considers that he will or may incur in connection with the performance or as a result of its duties, such proceedings and such indemnities or securities shall be such as to be paid by ensure that the Vendors. Notices ' Representative has immediate access to all such funds as he may require in order to meet all such expenses or communications to or from other liabilities as they fall PROVIDED THAT the Vendors’ ' Representative shall constitute notice be obliged to or from any applicable Vendorpay his appropriate proportion of such expenses and liabilities. (c) The Purchaser may rely upon any decision, act, consent or instruction of the Vendors’ Representative as being the decision, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability to any Vendor for any acts taken by it in accordance with such decision, act, consent, or instruction of the Vendors’ Representative. (d) The Vendors’ Representative, by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees to take all such actions as a required by the Vendors’ Representative hereunder.

Vendors’ Representative. Xxx Xxxxx (athe “Vendors’ Representative”) In order to administer efficiently the determination of certain matters under this Agreement, is appointed by each of the Vendors hereby designate and appoint Xxxxxx Xxxxxx, the Vendors’ Representative, as its, his, or her, as the case may beits representative, agent and attorney-in-factfact for the purposes and with the powers set out in this Section. The Vendors’ Representative shall be entitled to represent the Vendors in all matters relating to the transactions contemplated in this Agreement and each Vendor shall be bound by the acts taken by the Vendors’ Representative on its behalf. The Vendors’ Representative shall not be personally liable to any party for any act taken, such designation or omission to act, by him except as a result of fraud. Without limiting the generality of the foregoing, the Vendors’ Representative shall be entitled to represent all of the Vendors at Closing and appointment being coupled waive any obligations or conditions under this Agreement for the benefit of the Vendors at Closing or otherwise, and the Vendors’ Representative shall be entitled to exclusively represent the Vendors in connection with any settlement of any post-Closing adjustments to the Purchase Price pursuant to Section 2.5, any matters pertaining to the Escrow Agreement and any matters for which indemnification may be claimed by or asserted against the Vendors in connection with the transactions contemplated hereby. The Vendors’ Representative shall be entitled to agree to an interestamendment to this Agreement, with full power of substitution for it, to: (i) give the Escrow Agreement and receive all notices and communications any other document relating to the transactions contemplated hereby on behalf of each of the Vendors hereunder; (ii) make all decisions and take all actions relating shall be entitled to the Vendors' respective rights, obligations, and remedies under this Agreement including to receive and send notices, to receive execute and deliver documents, to exercise, enforce, any agreements or waive rights or conditions, to give releases and discharges and to defend against indemnification claims other instruments in writing on behalf of each of the Purchaser related to a breach Vendors in connection therewith. This power of covenant by the Corporation; attorney is coupled with an interest and (iii) take all actions as are necessary or appropriate in the judgement shall be irrevocable. Each of the Vendors’ Representative in connection with any of Vendors represents and warrants that it has had the foregoing, including retaining such counsel, accountants, and other professional advisors as the Vendors’ Representative reasonably deems necessary opportunity to assist it in the performance of its duties hereunderobtain independent legal advice. (b) The Vendors’ Representative shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred in connection with the performance of its duties, to be paid by the Vendors. Notices or communications to or from the Vendors’ Representative shall constitute notice to or from any applicable Vendor. (c) The Purchaser may rely upon any decision, act, consent or instruction of the Vendors’ Representative as being the decision, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability to any Vendor for any acts taken by it in accordance with such decision, act, consent, or instruction of the Vendors’ Representative. (d) The Vendors’ Representative, by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees to take all such actions as a required by the Vendors’ Representative hereunder.

Vendors’ Representative. (a1) In order Subject to administer efficiently the determination of certain matters under this AgreementSection 2.8, each of the Vendors hereby designate and appoint Xxxxxx Xxxxxx, appoints the Vendors’ Representative, as its, his, Representative to be the true and lawful attorney in fact or her, as agent of such Vendor and irrevocably grants the case may be, agent and attorney-in-fact, such designation and appointment being Vendors’ Representative a joint power of attorney coupled with an interestinterest to act as the agent of and on behalf of, with full power of substitution and in the name of, such Vendor for it, tothe purposes of: (ia) give and receive all amending this Agreement, the Escrow Agreement or any agreement or document contemplated by this Agreement; (b) accepting notices and communications on behalf of each the Vendors in accordance with this Agreement; (c) granting any consent or approval on behalf of the Vendors hereunderunder this Agreement; (iid) make all decisions and take all actions relating signing any document or agreement referred to or contemplated in this Agreement to be signed by the Vendors' respective rights, obligations, including the Escrow Agreement and remedies 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 and to defend against indemnification claims of the Purchaser related to a breach of covenant by the Corporationany receipts; and (iiie) take taking any and all other actions as are necessary and doing any and all other things provided in, or appropriate in contemplated by, this Agreement to be performed by any of the judgement Vendors. This power of attorney is coupled with an interest and cannot be revoked by any Vendor without the consent of the Vendors’ Representative in connection with any of and the foregoing, including retaining such counsel, accountants, and other professional advisors as the Vendors’ Representative reasonably deems necessary to assist it in the performance of its duties hereunderPurchaser. (b2) The Vendors’ Representative shall receive no compensation act as the joint agent for services rendered other than reimbursement all Vendors, shall have the authority to bind each such Vendor in accordance with this Agreement, and the Purchaser may rely on such appointment and authority until the receipt of out-of-pocket expenses incurred in connection with notice of the performance appointment of its duties, a successor upon thirty (30) days’ prior written notice to be paid by the Vendors. Notices or communications to or from Purchaser. (3) If the Vendors’ Representative shall constitute notice to or resigns from any applicable Vendor. (c) The Purchaser may rely upon any decision, act, consent or instruction of the Vendors’ Representative his position as being the decision, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability to any Vendor for any acts taken by it in accordance with such decision, act, consent, or instruction of the Vendors’ Representative. (d) The a Vendors’ Representative, by signing this Agreement, accepts its responsibility dies or otherwise loses capacity to act as a Vendors’ Representative and covenants and agrees to take all such actions as Representative, then, unless the Vendors representing a required by majority of the Purchased Shares approve one or more replacement Vendors’ Representative hereunderwithin sixty (60) days of such cessation, resignation or loss, the term “Vendors’ Representative” as used in this Agreement and any agreement or document referred to or contemplated in this Agreement shall be deemed to refer to the Vendors.