Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. Each of the JDS Silver Shareholders, on behalf of himself, herself, or itself and his, her or its successors and assigns (collectively, “Vendor Parties”), hereby irrevocably appoints the Vendors’ Representative to serve as the agent, representative and attorney-in-fact of such Vendor Parties, with the full and exclusive power and authority to represent and bind such Vendor Parties with respect to all terms arising under and pursuant to this Agreement providing the Vendors’ Representative with rights, authorities and obligations and all the transactions and documents contemplated hereby. Furthermore, each Vendor Party on behalf of himself, herself, itself and his, her or its successors and assigns, hereby irrevocably consents to the taking by the Vendors’ Representative of any and all actions and the making of any decisions required or permitted to be taken by such Vendor Party under this Agreement and matters arising out of or relating thereto, such power and authority to include, without limitation, the power and authority (i) to give and receive notices of communications, (ii) to bring, defend or resolve any claim made pursuant hereto, (ii) making and settling indemnity claims, and (iii) to take all actions necessary in the judgment of the Vendors’ Representative for the accomplishment of the foregoing, provided that the Vendors’ Representative shall not have the power or authority to consent to any amendment or modification of this Agreement on behalf of the Vendor Parties except to the extent separately authorized to do so in writing or such amendments are of a clerical or non-substantive nature. By her execution of this Agreement, the Vendors’ Representative hereby accepts her appointment as the Vendors’ Representative for the specific purposes set out in this Agreement and in accordance with the foregoing. Purchaser shall be entitled to deal with the Vendors’ Representative on all matters under this Agreement providing the Vendors’ Representative with rights, authorities and obligations and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed by the Vendors’ Representative on behalf of any Vendor Party and on any other action taken or purported to be taken by the Vendors’ Representative on behalf of such the Vendor Parties, as fully binding upon such Vendor Party. All decisions, actions, consents and instructions of the Vendors’ Representative shall be final and binding upon all Vendor Parties and no Vendor Party shall have any right to object, dissent, protest or otherwise contest the same. The Vendors’ Representative shall not incur any liability to any Vendor Party relating to the performance of her duties hereunder. The Vendors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Vendor Party. The Vendors’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. The Vendor Parties shall cooperate with the Vendors’ Representative and any accountants or lawyers whom the Vendors’ Representative may retain to assist in carrying out her duties hereunder. The Vendor Parties shall jointly and severally indemnify and hold harmless the Vendors’ Representative and its representatives against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Vendors’ Representative’s legal counsel) which may be paid, incurred or suffered by the Vendors’ Representative by reason or as a result of the performance by the Vendors’ Representative of his obligations as Vendors’ Representative set out in this Agreement. If the Vendors’ Representative dies, resigns, become disabled or is dissolved, liquidated or wound up or otherwise is unable to fulfill the Vendors’ Representative responsibilities hereunder, then Participating Shareholders holding not less than 50.1% of all Participating Shares shall, within ten (10) business days after such death, resignation, disability, dissolution, liquidation, winding up, or inability, appoint a successor to the Vendors’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor will succeed the Vendors’ Representative as the as the agent, representative and attorney-in-fact of such Vendor Parties.

Vendors’ Representative. Each a. In order to administer efficiently the determination of certain matters under this Agreement, the JDS Silver Shareholders, Purchaser and the Parent will be entitled to: i. rely on behalf of himself, herself, or itself and his, her or its successors and assigns (collectively, “Vendor Parties”), hereby irrevocably appoints the Vendors’ Representative to serve or any successor thereto as the agent, representative and attorney-in-fact of such Vendor Parties, with the having full and exclusive power and authority to represent make all decisions and bind such Vendor Parties take all actions relating to the respective rights, obligations 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 demand court proceedings and comply with orders of courts and awards of court with respect to all terms arising under such claims, to give releases and pursuant discharges, to this Agreement providing the Vendors’ Representative with rights, authorities and obligations and all the transactions and documents contemplated hereby. Furthermore, each Vendor Party seek indemnification on behalf of himself, herself, itself the Vendors and his, her or its successors and assigns, hereby irrevocably consents to defend against indemnification claims of the taking by the Vendors’ Representative of any and all actions Purchaser and the making of any decisions required or permitted to be taken by such Vendor Party under this Agreement and matters arising out of or relating thereto, such power and authority to include, without limitation, the power and authority (i) to give and receive notices of communications, (ii) to bring, defend or resolve any claim made pursuant hereto, (ii) making and settling indemnity claimsParent, and (iii) 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, provided that ; or (B) specifically mandated by the terms of this Agreement; and ii. deal only with the Vendors’ Representative shall not have the power or authority to consent to any amendment or modification in respect of all matters arising under this Agreement on behalf including to authorize payments to Vendors hereunder, to receive and send notices, to receive and deliver documents, to exercise, 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, to seek indemnification against the Vendor Parties except Vendors or any one of them and to the extent separately authorized to do so in writing or such amendments are defend against indemnification claims of a clerical or non-substantive nature. By her execution of this Agreement, the Vendors’ Representative hereby accepts her appointment as Representative, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Vendors’ Representative for the specific purposes set out in this Agreement and in accordance with accomplishment of the foregoing. Purchaser ; or (B) specifically mandated by the terms of this Agreement. b. All decisions, consents, instructions and actions to be taken by Vendors or any one of them under this Agreement, as the case may be, shall be entitled to deal with deemed taken by the Vendors or any one of them, as the case may be, if such decisions, consents, instructions or actions are taken by the Vendors’ Representative, and such decisions, consents, instructions or actions shall be final, binding or conclusive upon such Vendors. The Purchaser and the Parent may rely upon any such decision, consent, instruction or action of the Vendors’ Representative on all matters as being the decision, consent, instruction or action of the 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 providing 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 with rights, authorities Representative. c. The Purchaser and obligations and the Parent shall be entitled to rely conclusively (without further evidence of upon any kind whatsoever) on any document executed or purported notice provided to be executed the Purchaser by the Vendors’ Representative on behalf of any Vendor Party and on any other or action taken or purported to be taken by the Vendors’ Representative on behalf acting within the scope of such 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 having been made or given to or by a Vendor Partiesdirectly if each of the Purchaser, as fully binding upon the Parent and such Vendor Party. All decisions, actions, consents and instructions consent by virtue of not objecting to such dealings without the intermediary of the Vendors’ Representative shall be final and binding upon all Vendor Parties and no Vendor Party shall have any right to object, dissent, protest or otherwise contest the same. Representative. e. The Vendors’ Representative shall not will incur no liability of any liability kind with respect to any Vendor Party relating to action or omission by the performance of her duties hereunder. The Vendors’ Representative shall not have by reason of in connection with the Vendors’ Representative’s services pursuant to this Agreement a fiduciary relationship and any agreements ancillary hereto, except in respect the event of any Vendor Partyliability directly resulting from the Vendors’ Representative’s gross negligence, bad faith, fraud, or willful misconduct. The Vendors’ Representative shall not be required liable for any action or omission pursuant to make any inquiry concerning either the performance or observance advice of any of the terms, provisions or conditions of this Agreementcounsel. The Vendor Parties shall cooperate with the Vendors’ Representative and any accountants or lawyers whom the Vendors’ Representative may retain to assist in carrying out her duties hereunder. The Vendor Parties Vendors shall jointly and severally indemnify indemnify, defend and hold harmless the Vendors’ Representative from and its representatives against all claims, liabilities, losses, damages, reasonable costs, penalties, fines fines, forfeitures and reasonable expenses (including reasonable expenses of the Vendors’ Representative’s legal counsel, experts and their staffs and all expense of document location, duplication and shipment) which (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 paid, incurred or suffered recovered by the Vendors’ Representative by reason or 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 a result of such amounts would otherwise be distributable to the performance by Vendors; provided, that while this section allows the Vendors’ Representative to be paid from the aforementioned sources of his obligations 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 set out 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 dies, resigns, become disabled shall resign or is dissolved, liquidated or wound up or otherwise is unable to fulfill be removed by the Vendors’ Representative responsibilities hereunder, then Participating Shareholders holding not less than 50.1% of all Participating Shares the Vendors shall, within ten (10) business 10 days after such death, resignation, disability, dissolution, liquidation, winding up, resignation or inabilityremoval, appoint a successor to the Vendors’ Representative and immediately thereafter notify Purchaser of the identity of such successor' Representative. Any such successor will 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 as acknowledges and agrees that it will hold the as Expense Fund in accordance with its obligations under the agent, representative and attorney-in-fact engagement letter in respect of such Vendor PartiesExpense 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) Each of Vendor constitutes and appoints 116 as its representative (the JDS Silver Shareholders, on behalf of himself, herself, or itself and his, her or its successors and assigns (collectively, “Vendor Parties”), hereby irrevocably appoints the Vendors’ Representative to serve as the agent, representative Representative”) and attorney-in-fact of such Vendor Partiesits true and lawful attorney in fact, with the full and exclusive power and authority in its name on its behalf: (i) to represent and bind act on such Vendor Parties with respect to all terms arising under and pursuant to this Agreement providing Vendor’s behalf in the absolute discretion of the Vendors’ Representative with rightsrespect to all matters relating to this Agreement, authorities including the execution and obligations 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 Vendor’s behalf in the absolute discretion of the Vendors’ Representative with respect to all matters relating to the transactions Corporate Reorganization; including the execution and documents delivery of any agreements, certificates, receipts, instructions and other instruments necessary to 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 herebyby or deemed advisable to effectuate the provisions in this Section 2.6. FurthermoreThis appointment and grant of power 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, each whether by the death or incapacity of any Vendor Party on behalf or by occurrence of himself, herself, itself and his, her or its successors and assigns, any other event. Each Vendor hereby irrevocably consents to the taking by the Vendors’ Representative of any and all actions and the making of any decisions required or and permitted to be taken or made by such Vendor Party under this Agreement and matters arising out of or relating thereto, such power and authority to include, without limitation, the power and authority (i) to give and receive notices of communications, (ii) to bring, defend or resolve any claim made pursuant hereto, (ii) making and settling indemnity claims, and (iii) to take all actions necessary in the judgment of the Vendors’ Representative for the accomplishment of the foregoing, provided pursuant to this Section 2.6. Each Vendor agrees that the Vendors’ Representative shall not have the power no obligation or authority to consent liability to any amendment Person for any action taken or modification of this Agreement on behalf of the Vendor Parties except to the extent separately authorized to do so in writing or such amendments are of a clerical or non-substantive nature. By her execution of this Agreement, the Vendors’ Representative hereby accepts her appointment as the Vendors’ Representative for the specific purposes set out in this Agreement and in accordance with the foregoing. Purchaser shall be entitled to deal with the Vendors’ Representative on all matters under this Agreement providing the Vendors’ Representative with rights, authorities and obligations and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed omitted by the Vendors’ Representative on behalf of any in good faith, and each Vendor Party and on any other action taken or purported to be taken by the Vendors’ Representative on behalf of such the Vendor Parties, as fully binding upon such Vendor Party. All decisions, actions, consents and instructions of the Vendors’ Representative shall be final and binding upon all Vendor Parties and no Vendor Party shall have any right to object, dissent, protest or otherwise contest the same. The Vendors’ Representative shall not incur any liability to any Vendor Party relating to the performance of her duties hereunder. The Vendors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Vendor Party. The Vendors’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. The Vendor Parties shall cooperate with the Vendors’ Representative and any accountants or lawyers whom the Vendors’ Representative may retain to assist in carrying out her duties hereunder. The Vendor Parties shall jointly and severally indemnify and hold harmless the Vendors’ Representative from, and its representatives against 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) Xxxx and 116 shall be entitled to rely upon any documents or other paper delivered by the Vendors’ Representative as being authorized by the Vendors, and Xxxx and 116 shall not be liable to any Vendor for any action taken or omitted to be taken by Xxxx and 116 based on such reliance; and (c) Until all claimsobligations under this Agreement shall have been discharged, lossesthe Vendors who, damagesimmediately prior to the Closing, reasonable costsare entitled in the aggregate to receive more than 50% of the Xxxx Common Shares pursuant to the Share Exchange, penaltiesmay, fines from time to time upon notice to Xxxx and reasonable expenses (including reasonable expenses 116, appoint a new Vendors’ Representative upon the resignation of the Vendors’ Representative’s legal counsel) which may be paid. If, incurred or suffered by after the resignation of the Vendors’ Representative by reason or as Representative, a result of the performance by the successor Vendors’ Representative of his obligations as shall not have been appointed by the Vendors within 15 Business Days after a request by Xxxx and 116, Xxxx and 116 may appoint a Vendors’ Representative set out in this Agreement. If from among the Vendors’ Representative dies, resigns, become disabled or is dissolved, liquidated or wound up or otherwise is unable Vendors to fulfill the Vendors’ Representative responsibilities hereunder, then Participating Shareholders holding not less than 50.1% fill any vacancy so created by notice of all Participating Shares shall, within ten (10) business days after such death, resignation, disability, dissolution, liquidation, winding up, or inability, appoint a successor appointment to the Vendors’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor will succeed the Vendors’ Representative as the as the agent, representative and attorney-in-fact of such Vendor Parties.

Vendors’ Representative. Each (a) In order to administer efficiently the determination of certain matters under this Agreement, each of the JDS Silver Shareholders, on behalf of himself, herself, or itself Vendors hereby severally and his, her or its successors and assigns (collectively, “Vendor Parties”), hereby irrevocably irrevocable appoints the Vendors’ Representative to serve as the its representative, agent, representative proxy and attorney-in-fact 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 the full orders and exclusive power and authority to represent and bind such Vendor Parties awards of courts with respect to all terms arising under and pursuant to claims against such Vendor; (iv) amend, supplement or change this Agreement providing the Vendors’ Representative with rightsAgreement, authorities and obligations and all the transactions and documents contemplated hereby. Furthermoreor waive any provision hereof, each Vendor Party on behalf of himself, herself, itself and his, her or its successors and assigns, hereby irrevocably consents to the taking by the Vendors’ Representative of any and all actions and the making of any decisions required or permitted to be taken by such Vendor Party under this Agreement and matters arising out of or relating thereto, such power and authority to includeincluding, without limitation, the power and authority 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; (iv) to give and receive notices service of communications, process on behalf of such Vendor in connection with any claims under this Agreement; and (iivi) to bring, defend or resolve any claim made pursuant hereto, (ii) making and settling indemnity claims, and (iii) to 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 judgment performance of his duties hereunder, all in Vendors’ Representative’s absolute discretion, as it deems appropriate. (b) Pioneer may rely upon any decision, act, consent or instruction of the Vendors’ Representative as being the decision, act, consent or instruction of each Vendor. Pioneer is hereby relieved from any liability to any Vendor for the accomplishment any acts taken by Pioneer in accordance with such decision, act, consent or instruction of the foregoing, provided that the Vendors’ Representative shall not have the power or authority to consent to any amendment or modification of this Agreement on behalf of the Vendor Parties except to the extent separately authorized to do so in writing or such amendments are of a clerical or non-substantive nature. By her execution of this Agreement, the Vendors’ Representative hereby accepts her appointment as the Vendors’ Representative for the specific purposes set out in this Agreement and in accordance with the foregoing. Purchaser shall be entitled to deal with the Vendors’ Representative on all matters under this Agreement providing the Vendors’ Representative with rights, authorities and obligations and shall be entitled to rely conclusively Representative. (without further evidence of any kind whatsoeverc) on any document executed or purported to be executed by the Vendors’ Representative on behalf of any Vendor Party and on any other action taken or purported to be taken by the Vendors’ Representative on behalf of such the Vendor Parties, as fully binding upon such Vendor Party. All decisions, actions, consents and instructions of the The Vendors’ Representative shall be final protected in acting upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to him hereunder, not only as to its due execution, and binding upon all Vendor Parties the validity and no Vendor Party shall have any right to objecteffectiveness of its provisions, dissent, protest or otherwise contest the same. The Vendors’ Representative shall not incur any liability to any Vendor Party relating but also as to the performance of her duties hereunder. The Vendors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect truth and acceptability of any Vendor Party. The Vendors’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. The Vendor Parties shall cooperate with information therein contained therein which the Vendors’ Representative in good faith believes to be genuine and any accountants what it purports to be. (d) The Vendors will severally (and not jointly, or lawyers whom the Vendors’ Representative may retain to assist in carrying out her duties hereunder. The Vendor Parties shall jointly and severally severally), based on their Pro Rata Share, defend, indemnify and hold harmless the Vendors’ Representative from and its representatives against all claims, lossesjudgments, damages, reasonable costsliabilities, penaltiessettlements, fines losses, costs and reasonable expenses (expenses, including reasonable expenses legal fees, disbursements and charges, arising from or relating to the Vendors’ Representative performance of its obligations hereunder, except with respect to claims relating to the fraudulent action or intentional misrepresentation of the Vendors’ Representative’s legal counsel) which may be paid, incurred or suffered by the Vendors’ Representative by reason or as a result of the performance by the Vendors’ Representative of his obligations as Vendors’ Representative set out in this Agreement. If the Vendors’ Representative dies, resigns, become disabled or is dissolved, liquidated or wound up or otherwise is unable to fulfill the Vendors’ Representative responsibilities hereunder, then Participating Shareholders holding not less than 50.1% of all Participating Shares shall, within ten (10) business days after such death, resignation, disability, dissolution, liquidation, winding up, or inability, appoint a successor to the Vendors’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor will succeed the Vendors’ Representative as the as the agent, representative and attorney-in-fact of such Vendor Parties.