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. (a) a. In order to administer efficiently the determination of certain matters under this Agreement, each of the Vendors hereby designate Purchaser and appoint Xxxxxx Xxxxxx, the Parent will be entitled to: i. rely on the Vendors’ Representative, Representative or any successor thereto 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 having full power of substitution for it, to: (i) give and receive all notices and communications on behalf of each of the Vendors hereunder; (ii) authority to make all decisions and take all actions relating to the Vendors' respective rights, obligationsobligations and remedies of the Vendors under this Agreement, including to authorize payments to Vendors by the Paying Agent hereunder, to receive and send notices, to receive, execute and deliver documents (including amendments thereto), to exercise, enforce or waive rights or conditions, to agree to, negotiate, enter into settlements and compromises of, and remedies demand court proceedings and comply with orders of courts and awards of court with respect to such claims, to give releases and discharges, to seek indemnification on behalf of the Vendors and to defend against indemnification claims of the Purchaser and the Parent, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Vendors’ Representative for the accomplishment of the foregoing; or (B) specifically mandated by the terms of this Agreement; and ii. deal only with the Vendors’ Representative in respect of all matters arising under this Agreement including to authorize payments to Vendors hereunder, to receive and send notices, to receive and deliver documents, to exercise, enforce, enforce or waive rights or conditions, to agree to, negotiate, enter into settlements and compromises of, and demand court proceedings and comply with orders of courts and awards of court with respect to such claims, to give releases and discharges discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Purchaser related Vendors’ Representative, and to a breach of covenant by the Corporation; and (iii) take all other actions as that are either (A) necessary or appropriate in the judgement judgment of the Vendors’ Representative in connection with any for the accomplishment of the foregoing; or (B) specifically mandated by the terms of this Agreement. b. All decisions, including retaining consents, instructions and actions to be taken by Vendors or any one of them under this Agreement, as the case may be, shall be deemed taken by the Vendors or any one of them, as the case may be, if such counseldecisions, accountantsconsents, and other professional advisors as instructions or actions are taken by the Vendors’ Representative reasonably deems necessary to assist it in the performance of its duties hereunder. (b) The Vendors’ Representative Representative, and such decisions, consents, instructions or actions shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred in connection with the performance of its dutiesbe final, to be paid by the binding or conclusive upon such Vendors. Notices or communications to or from the Vendors’ Representative shall constitute notice to or from any applicable Vendor. (c) The Purchaser and the Parent may rely upon any such decision, actconsent, consent instruction or instruction action of the Vendors’ Representative as being the decision, actconsent, consent instruction or instruction action of each Vendorthe Vendors. All consents, instructions and actions to be taken by the Purchaser and the Parent and directed to the Vendors or any one of them under this Agreement, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions, consents, instructions or actions are directed by the Purchaser or the Parent to the Vendors’ Representative. c. The Purchaser is hereby relieved from and the Parent shall be entitled to rely upon any liability notice provided to any Vendor for any acts the Purchaser by the Vendors’ Representative or action taken by the Vendors’ Representative acting within the scope of his authority. d. Notwithstanding the foregoing, no payment, notice, receipt or execution and delivery of documents (including amendments hereto), exercise, enforcement or waiver of rights or conditions, settlements and compromises, indemnification claim or indemnification defence shall be ineffective by reason only of it in accordance with having been made or given to or by a Vendor directly if each of the Purchaser, the Parent and such decision, act, consent, or instruction Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors’ Representative. (d) e. The Vendors’ Representative, by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees will incur no liability of any kind with respect to take all such actions as a required any action or omission by the Vendors’ Representative in connection with the Vendors’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Vendors’ Representative’s gross negligence, bad faith, fraud, or willful misconduct. The Vendors’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Vendors shall jointly and severally indemnify, defend and hold harmless the Vendors’ Representative from and against all claims, liabilities, losses, damages, costs, penalties, fines, forfeitures and expenses (including reasonable expenses of the Vendors’ Representative’s legal counsel, experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Vendors’ Representative’s execution and performance of this Agreement and any ancillary agreements hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence, bad faith, fraud or willful misconduct of the Vendors’ Representative, the Vendors’ Representative will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, bad faith, fraud or willful misconduct. If not paid directly to the Vendors’ Representative by the Vendors, any such Representative Losses may be recovered by the Vendors’ Representative from (i) the funds in the Expense Fund, and (ii) any other funds that become payable to the Vendors under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while this section allows the Vendors’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Vendors’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Vendors’ Representative be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Vendors’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Representative or the termination of this Agreement. f. By executing this Agreement or by otherwise approving the terms of this Agreement or the Arrangement or participating in and receiving the benefits of the Company Arrangement and/or the Opco Arrangement, including the right to receive the consideration payable in connection with the Company Arrangement and/or the Opco Arrangement, each Vendor appoints Shareholder Representative Services LLC as the Vendors' Representative for all purposes in connection with this Agreement and the agreements ancillary hereto. The Vendors' Representative may resign at any time. If the Vendors' Representative shall resign or be removed by the Vendors, the Vendors shall, within 10 days after such resignation or removal, appoint a successor to the Vendors' Representative. Any such successor shall succeed the former Vendors' Representative as the Vendors' Representative hereunder. g. Upon the Closing, the Company will wire C$300,000 (the “Expense Fund”) (which shall be a Company Transaction Expense) to the Vendors' Representative, which will be used for the purposes of paying directly, or reimbursing the Vendors' Representative for, any third-party expenses pursuant to this Agreement and the agreements ancillary hereto. The Vendors will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Vendors' Representative any ownership right that they may otherwise have had in any such interest or earnings. The Vendors’ Representative acknowledges and agrees that it will hold the Expense Fund in accordance with its obligations under the engagement letter in respect of such Expense Fund. The Vendors' Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Vendors' Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Vendors' Representative's responsibilities, the Vendors' Representative will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Vendors. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Vendors at the time of Closing.

Vendors’ Representative. (a) In order Each Vendor and Principal hereby appoints the Vendors’ Representative as the agent, proxy and attorney-in-fact for such Vendor and Principal (the “Appointment”), with full power and authority to administer efficiently act on behalf of the determination Vendors and Principals with respect to the following purposes: (i) making all decisions relating to the distribution of certain matters any amounts payable to Vendors under this Agreement, in accordance with the provisions hereof; (ii) taking all action necessary or appropriate in connection with the defense and/or settlement of any claims connected to Section 3.1 and 3.3; (iii) taking all necessary or appropriate actions relating to the tax matters set forth in Section 3.1(27) and Article 7 hereof; and (iv) giving and receiving all notices required to be given under this Agreement, in each case, relating to the foregoing items (i) through (iii), inclusive. (b) The Appointment, being coupled with an interest, is irrevocable and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of existence of any Vendor or Principal. Further, the Appointment shall extend to and be binding upon the respective heirs, executors, legal personal representatives, successors and permitted assigns of the Vendors hereby designate and appoint Xxxxxx Xxxxxx, the Vendors’ Representative, as its, his, or herPrincipals, 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 hereby accepts the Appointment and shall receive no compensation for services rendered other than reimbursement act as representative of out-of-pocket expenses incurred the Vendors and Principals in connection accordance 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 Vendorthis Agreement. (c) The Upon written notice delivered by a majority of the Vendors delivered to the Purchaser may rely upon any decisionpursuant to this Agreement, act, consent or instruction of the Vendors’ Representative as being the decisionmay be removed and simultaneously replaced with a different Person, 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 whereupon 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 Person shall thenceforth be the Vendors’ Representative hereunder.for purposes of this

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.