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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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) In order to administer efficiently the determination of certain matters under this Agreement, each of the Vendors hereby designate and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ (the “Vendors’ Representative, ”) is appointed by each of the Vendors 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. 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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. (a) In order to administer efficiently Each Vendor constitutes and appoints 116 as its representative (the determination of certain matters under this Agreement, each of the Vendors hereby designate and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, the “Vendors’ Representative, as its, his, or her, as the case may be, agent ”) and attorney-in-its true and lawful attorney in fact, such designation and appointment being coupled with an interest, with full power of substitution for it, to: and authority in its name on its behalf: (i) give and receive all notices and communications to act on such Vendor’s 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 absolute discretion of the Vendors’ Representative in connection with any of the foregoingrespect to all matters relating to this Agreement, including retaining the execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement; (ii) to act on such counsel, accountants, and other professional advisors as Vendor’s behalf in the absolute discretion of the Vendors’ Representative reasonably deems with respect to all matters relating to the Corporate Reorganization; including the execution and delivery of any agreements, certificates, receipts, instructions and other instruments necessary to assist it effect the Corporate Reorganization; and (iii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the performance provisions in this Section 2.6. This appointment and grant of its duties hereunderpower and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Vendor or by operation of law, whether by the death or incapacity of any Vendor or by occurrence of any other event. Each Vendor hereby consents to the taking of any and all actions and the making of any decisions required and permitted to be taken or made by the Vendors’ Representative pursuant to this Section 2.6. Each Vendor agrees that the Vendors’ Representative shall have no obligation or liability to any Person for any action taken or omitted by the Vendors’ Representative in good faith, and each Vendor shall indemnify and hold harmless the Vendors’ Representative from, and shall pay to the Vendors’ Representative the amount of, or reimburse the Vendors’ Representative for, any Loss that the Vendors’ Representative may suffer, sustain, or become subject to as a result of any such action or omission by the Vendors’ Representative under this Agreement. (b) The Vendors’ Representative ▇▇▇▇ and 116 shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred in connection with the performance of its duties, be entitled 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 documents or instruction of other paper delivered by the Vendors’ Representative as being authorized by the decisionVendors, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability and ▇▇▇▇ and 116 shall not be liable to any Vendor for any acts action taken or omitted to be taken by it ▇▇▇▇ and 116 based on such reliance; and (c) Until all obligations under this Agreement shall have been discharged, the Vendors who, immediately prior to the Closing, are entitled in accordance with such decisionthe aggregate to receive more than 50% of the ▇▇▇▇ Common Shares pursuant to the Share Exchange, actmay, consentfrom time to time upon notice to ▇▇▇▇ and 116, or instruction appoint a new Vendors’ Representative upon the resignation of the Vendors’ Representative. (d) The . If, after the resignation of the Vendors’ Representative, a successor Vendors’ Representative shall not have been appointed by signing this Agreementthe Vendors within 15 Business Days after a request by ▇▇▇▇ and 116, accepts its responsibility as ▇▇▇▇ and 116 may appoint a Vendors’ Representative and covenants and agrees from among the Vendors to take all fill any vacancy so created by notice of such actions as a required by appointment to the Vendors’ Representative hereunder.