Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. a. In order to administer efficiently the determination of certain matters under this Agreement, the Purchaser and the Parent will be entitled to: i. rely on the Vendors’ Representative or any successor thereto as having full power and authority to make all decisions and 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 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 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 Vendors or any one of them and to defend against indemnification claims of Vendors’ Representative, 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. 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 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 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, 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 and the Parent shall be entitled to rely upon any notice provided to 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 having been made or given to or by a Vendor directly if each of the Purchaser, the Parent and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors’ Representative. e. The Vendors’ Representative will incur no liability of any kind with respect to 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. (a) In order to administer efficiently the determination of certain matters under this Agreement, each of the Purchaser Vendors hereby severally and the Parent will be entitled to: i. rely on irrevocable appoints the Vendors’ Representative or any successor thereto as having its representative, agent, proxy and attorney-in-fact, such designation and appointment being coupled with an interest, with full power of substitution, to take any action that is required under the Agreement or related ancillary documents to effectuate the completion of the transactions contemplated hereunder or to execute and authority 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 the Vendors such Vendor 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 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 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, negotiate, enter into settlements and compromises of, and demand court proceedings and comply with orders of courts and awards of court courts with respect to claims against such claimsVendor; (iv) amend, supplement or change this Agreement, or waive any provision hereof, including, without limitation, extending any time periods as may be contemplated herein, or terminating this Agreement; provided, that such amendment, supplement, change or waiver applies to give releases and dischargesall Vendors, to seek indemnification against the Vendors or based on their Pro Rata Share; (v) receive service of process on behalf of such Vendor in connection with any one of them and to defend against indemnification claims of Vendors’ Representative, and to under this Agreement; and (vi) take all other actions that as are either (A) necessary or appropriate in the judgment judgement of the Vendors’ ' Representative for the accomplishment in connection with any of the foregoing; or (B) specifically mandated by , including retaining such counsel, accountants and other professional advisors as he reasonably deems necessary to assist him in the terms performance of this Agreement. b. All decisionshis duties hereunder, 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 decisions, consents, instructions or actions are taken by the all in Vendors’ Representative’s absolute discretion, and such decisions, consents, instructions or actions shall be final, binding or conclusive upon such Vendors. The Purchaser and the Parent as it deems appropriate. (b) Pioneer may rely upon any such decision, consentact, consent or instruction or action of the Vendors’ Representative as being the decision, consentact, consent or instruction or action of the Vendorseach Vendor. All consents, instructions and actions Pioneer is hereby relieved from any liability to be any Vendor for any acts taken by the Purchaser and the Parent and directed to the Vendors Pioneer in accordance with such decision, act, consent 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 and the Parent shall be entitled to rely upon any notice provided to 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 having been made or given to or by a Vendor directly if each of the Purchaser, the Parent and such Vendor consent by virtue of not objecting to such dealings without the intermediary instruction of the Vendors’ Representative. e. (c) The Vendors’ Representative will incur no liability shall be 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 the validity and effectiveness of its provisions, but also as to the truth and acceptability of any kind with respect to any action or omission by information therein contained therein which the Vendors’ Representative in connection with the Vendors’ Representative’s services pursuant good faith believes to this Agreement be genuine and any agreements ancillary hereto, except in the event of liability directly resulting from the Vendors’ Representative’s gross negligence, bad faith, fraudwhat it purports to be. (d) The Vendors will severally (and not jointly, 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 indemnifyseverally), defend based on their Pro Rata Share, defend, indemnify and hold harmless the Vendors’ Representative from and against all claims, judgments, damages, liabilities, settlements, losses, damagescosts and expenses, costsincluding legal fees, penaltiesdisbursements and charges, finesarising from or relating to the Vendors’ Representative performance of its obligations hereunder, forfeitures and expenses (including reasonable expenses except with respect to claims relating to the fraudulent action or intentional misrepresentation 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 to administer efficiently the determination of certain matters under this Agreement, the Purchaser (a) Each Vendor and the Parent will be entitled to: i. rely on Principal hereby appoints the Vendors’ Representative or any successor thereto as having the agent, proxy and attorney-in-fact for such Vendor and Principal (the “Appointment”), with full power and authority to make all decisions and 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 such claims, to give releases and discharges, to seek indemnification act on behalf of the Vendors and Principals with respect to defend against indemnification claims the following purposes: (i) making all decisions relating to the distribution of any amounts payable to Vendors under this Agreement, in accordance with the Purchaser and the Parent, and to take provisions hereof; (ii) taking all other actions that are either (A) action 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 connection with the Vendors’ Representative in respect defense and/or settlement of any claims connected to Section 3.1 and 3.3; (iii) taking 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 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 Vendors or any one of them and to defend against indemnification claims of Vendors’ Representative, and to take all other actions that are either (A) necessary or appropriate actions relating to the tax matters set forth in the judgment of the Vendors’ Representative for the accomplishment of the foregoingSection 3.1(27) and Article 7 hereof; or and (Biv) specifically mandated by the terms of this Agreement. b. All decisions, consents, instructions giving and actions receiving all notices required to be taken by Vendors or any one of them 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 and Principals, as the case may be, shall be 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 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, 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 and the Parent shall be entitled to rely upon any notice provided to 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 having been made or given to or by a Vendor directly if each of the Purchaser, the Parent and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors’ Representative. e. The Vendors’ Representative will incur no liability of any kind with respect to 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 hereby accepts the Appointment and shall not be liable for any action or omission act as representative of the Vendors and Principals in accordance with this Agreement. (c) Upon written notice delivered by a majority of the Vendors delivered to the Purchaser 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’ RepresentativeAgreement, the Vendors’ Representative will reimburse the Vendors the amount of may be removed and simultaneously replaced with a different Person, whereupon such indemnified Representative Loss to the extent attributable to such gross negligence, bad faith, fraud or willful misconduct. If not paid directly to Person shall thenceforth be 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.this

Vendors’ Representative. a. In order to administer efficiently Each of the determination JDS Silver Shareholders, on behalf of certain matters under this Agreementhimself, the Purchaser herself, or itself and the Parent will be entitled to: i. rely on his, her or its successors and assigns (collectively, “Vendor Parties”), hereby irrevocably appoints the Vendors’ Representative or any successor thereto to serve as having the agent, representative and attorney-in-fact of such Vendor Parties, with the full and exclusive power and authority to make 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 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 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 , provided that the Vendors’ Representative in respect shall not have the power or authority to consent to any amendment or modification of all matters arising under this Agreement including on behalf of the Vendor Parties except to authorize payments the extent separately authorized to Vendors hereunderdo so in writing or such amendments are of a clerical or non-substantive nature. By her execution of this Agreement, 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 Vendors or any one of them and to defend against indemnification claims of Vendors’ Representative, and to take all other actions that are either (A) necessary or appropriate in the judgment of Representative hereby accepts her appointment as the Vendors’ Representative for the accomplishment of specific purposes set out in this Agreement and in accordance with the foregoing; 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, . Purchaser shall be 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 entitled to deal with the Vendors’ Representative 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 on all matters 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 Agreement providing the Vendors’ Representative. c. The Purchaser Representative with rights, authorities and the Parent obligations and shall be entitled to rely upon conclusively (without further evidence of any notice provided kind whatsoever) on any document executed or purported to the Purchaser be executed by the Vendors’ Representative on behalf of any Vendor Party and on any other action taken or action purported to be taken by the Vendors’ Representative acting within on behalf of such the scope of his authority. d. Notwithstanding the foregoingVendor Parties, 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 directly if each of the Purchaser, the Parent and as fully binding upon such Vendor consent by virtue of not objecting to such dealings without the intermediary Party. All decisions, actions, consents and instructions of the Vendors’ Representative. e. 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 will shall not incur no any liability of any kind with respect to any action or omission by Vendor Party relating to the performance of her duties hereunder. The Vendors’ Representative in connection with the Vendors’ Representative’s services pursuant to shall not have by reason of this Agreement and a fiduciary relationship in respect of any agreements ancillary hereto, except in the event of liability directly resulting from the Vendors’ Representative’s gross negligence, bad faith, fraud, or willful misconductVendor Party. The Vendors’ Representative shall not be liable for required to make any action inquiry concerning either the performance or omission pursuant to observance of any of the advice terms, provisions or conditions of counselthis Agreement. The Vendors 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, defend indemnify and hold harmless the Vendors’ Representative from and its representatives against all claims, liabilities, losses, damages, reasonable costs, penalties, fines, forfeitures fines and reasonable expenses (including reasonable expenses of the Vendors’ Representative’s legal counsel) which may be paid, experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of incurred 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 reason or as a result of the Vendors, any such Representative Losses may be recovered performance by the Vendors’ Representative from (i) the funds of his obligations as Vendors’ Representative set out 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 Agreement. If the Vendors’ Representative dies, resigns, become disabled or is dissolved, liquidated or wound up or otherwise is unable 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 fulfill 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 responsibilities hereunder, then Participating Shareholders holding not less than 50.1% 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 Participating Shares shall, within 10 ten (10) business days after such resignation death, resignation, disability, dissolution, liquidation, winding up, or removalinability, appoint a successor to the Vendors' Representative’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall will succeed the former Vendors' ’ Representative as the Vendors' Representative hereunder. g. Upon as the Closingagent, 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 thirdrepresentative and attorney-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 in-fact 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 ClosingVendor Parties.