Attorney Proffer Sample Clauses

Attorney Proffer. At a mutually agreeable time on or before February 28, 2022, or such other time as the Parties may agree, Settling Defendants’ counsel shall for up to a total of 8 (eight) hours, and more if agreed by JBS and DPPs, meet with Interim Co-Lead Counsel at agreed upon locations or virtually if in-person attendance is not possible and provide a reasonably detailed description of the principal facts known to Settling Defendants that are relevant to the alleged conduct, market, and industry participants at issue in the Actions, including any facts previously provided to the DOJ or any other U.S. government investigative authority in response to subpoenas or otherwise related to the allegations in the Complaint.
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Attorney Proffer. Within thirty (30) business days after Preliminary Approval by the Court of this Settlement Agreement or such time as mutually agreed by the Settling Parties, counsel for NEC TOKIN shall provide Class Counsel with an oral proffer of facts known to them about meetings or communications between competitors in the Capacitors industry. Should the attorney proffer required by this paragraph not occur within the 30 business days after Preliminary Approval, Indirect Purchaser Plaintiffs do not waive their right to an attorney proffer. 32. Cooperation Subject to and Consistent with Prior Obligations. NEC TOKIN and the Indirect Purchaser Plaintiffs shall not be obligated to provide cooperation, including but not limited to the further cooperation described in ¶33 below, that would violate an applicable court order or NEC TOKIN's commitments to the United States Department of Justice (“DOJ”) or any other
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Attorney Proffer. At a time as mutually agreed by the Settling Parties, counsel for the 10 Panasonic Defendants shall make themselves available in the United States for up to one (1) meeting 11 to provide Class Counsel with an oral proffer of facts known to them relating to the allegations at 12 issue in this Action, including meetings or communications between competitors in the Linear 13 Resistors industry.
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Attorney Proffer. (1) Before the expiration of sixty (60) days from the Date of Execution, or at such other time as Class Counsel and the Settling Defendants may reasonably agree, Counsel for the Settling Defendants (or counsel for the Settling Defendants in other jurisdictions) will meet with Class Counsel, in Toronto, or by videoconference, or at such other place or by such other mode as Class Counsel and the Settling Defendants may reasonably agree, to provide an oral evidentiary proffer over a period of up to one (1) business day. Thereafter, proffering counsel for the Settling Defendants will make themselves available for reasonable follow-up conversations in connection with the proffer, and will use best efforts to respond to questions posed by Class Counsel. The proffer shall include information originating with the Settling Defendants relating to the allegations in the Proceedings and the Second Ontario Action, including information about the Exhaust Systems market. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that all statements made and information provided by Counsel for the Settling Defendants are privileged, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, unless disclosure is ordered by the Ontario Court or the BC Court, as applicable. Further, absent an Ontario or BC Court order, Class Counsel will not attribute any factual information obtained from the proffer to the Settling Defendants and/or Counsel for the Settling Defendants. Notwithstanding the foregoing, Class Counsel may: (i) use information obtained from the proffer in the prosecution of the Proceedings and the Second Ontario Action, including for the purpose of developing the Distribution Protocol or any other allocation plan relating to any settlement or judgment proceeds, except the prosecution of any claims against Releasees; and (ii) may rely on such information to certify that, to the best of Class Counsel’s knowledge, information and belief, such information has evidentiary support or will likely have evidentiary support after reasonable opportunity for further investigation or discovery, but, absent an order of the Ontario Court or the BC Court, as applicable, the Plaintiffs shall not introduce any information from a proffer into the record or subpoena any Counsel for the Settling Defendants related to a proffer.
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Related to Attorney Proffer

  • Attorney Review The Purchaser acknowledges that Purchaser has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any party because that party drafted the Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of the Agreement.

  • Attorneys-in-Fact Each of the Companies hereby authorizes and empowers the Administrative Agent, at its election and in the name of either itself, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Intercompany Indebtedness, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the Lenders’ interests in the Intercompany Indebtedness and their right of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement, and taking any action and executing, delivering, filing and recording any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

  • Attorney Each Party acknowledges and accepts that, if a Party is represented by an attorney in connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement and the power of attorney is governed by Dutch law, that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of its authority shall be governed by Dutch law.

  • AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

  • Attorney Fees In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

  • Attorneys Each of the attorneys executing this agreement states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

  • Reviewed by Attorneys Each Obligor represents and warrants to the Lenders that it (a) understands fully the terms of this Agreement and the consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement and any documents executed in connection herewith with, such attorneys and other persons as Obligors may wish, and (c) has entered into this Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the other documents executed pursuant hereto or in connection herewith.

  • In this Agreement Any external loan, security, compensation, covenant or other compensation liabilities of the Pledgor’s (1) is required to be repaid or performed prior to the due date due to default; or (2) is due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected.

  • Attorney-in-Fact Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

  • Applicable Law; Attorney Fees All claims and disputes, including those adjudicated in arbitration or in court, will be governed by the internal laws of the State of Texas with respect to contracts made or events occurring therein. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties (including in arbitration) may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees.

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