Common use of Attorney Proffers Clause in Contracts

Attorney Proffers. The DENSO Defendants’ counsel already has provided attorney proffers to Direct Purchaser Plaintiff(s) and Settlement Class Counsel in certain of the Collective Actions pursuant to confidentiality agreements which shall continue in full force and effect. Counsel for the DENSO Defendants will make themselves available for reasonable follow-up conversations in connection with the Attorney Proffers, and will use reasonable efforts to respond to questions posed by Settlement Class Counsel relating to the Preliminarily Approved Collective Released Parts. It is understood that the DENSO Defendants have no obligation to seek new or additional information or documents from any of its employees, officers or directors in connection with any of these follow-up conversations or otherwise; however, the DENSO Defendants will in good faith consider requests for new or additional information or documents, and will produce such information or documents, if appropriate, in their discretion. The Direct Purchaser Plaintiff(s) may share information learned in Attorney Proffers with End Payor and Automobile Dealership Plaintiffs, to the extent they also continue to prosecute claims with respect to the particular Preliminarily Approved Collective Released Parts against Defendants other than the DENSO Defendants and other Releasees, subject to a commitment of confidentiality and on the condition that it not be used against the DENSO Defendants and/or other Releasees for any purpose whatsoever, but shall not disclose such information to any other parties including other claimants or potential claimants including public entity plaintiffs and opt- out plaintiffs in the MDL Proceeding, except with the express written consent of the DENSO Defendants. Notwithstanding any other provision of the Collective Settlement Agreements, the parties and their counsel further agree that any Attorney Proffers or other statements made by counsel for the DENSO Defendants in connection with or as part of this settlement shall be governed by Federal Rule of Evidence 408. Settlement Class Counsel shall not introduce an Attorney Proffer into the record, or depose or subpoena any of the DENSO Defendants’ counsel related to an Attorney Proffer. However, Settlement Class Counsel may otherwise use information contained in such Attorney Proffers or other statements in the prosecution of its claims in all cases in the MDL Proceeding, except any claims against Releasees, and rely on such information to certify that, to the best of Settlement 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.

Attorney Proffers. The DENSO Defendants’ Within thirty (30) days after all the Preliminary Approval Motions have been granted or denied in all of the Collective Actions, counsel already has provided attorney for HIAMS will make themselves available in the United States for up to four (4) meetings of one (1) business day each to provide detailed proffers of the relevant facts known to them relating to Direct Purchaser Plaintiff(s) Plaintiff’s allegations of price-fixing, bid-rigging, and market allocation related to the Preliminarily Approved Collective Released Products (“Attorney Proffers”). As part of the Attorney Proffers, to the extent not covered by privilege or other protections available under any applicable statute or laws in the United States or any relevant countries, counsel for HIAMS will provide Settlement Class Counsel with facts known to them regarding Documents, witnesses, meetings, communications, agreements with competitors, events, background information, and any other relevant topics, relating to the claims at issue in certain of the Collective Actions pursuant Actions, with respect to confidentiality agreements which shall continue in full force and effectthe Preliminarily Approved Collective Released Parts including any such information given to the DOJ. Counsel for the DENSO Defendants HIAMS will make themselves available for reasonable follow-up conversations in connection with the Attorney Proffers, and will use reasonable efforts to respond to questions posed by Settlement Class Counsel relating to the Preliminarily Approved Collective Released Parts. It is understood that the DENSO Defendants have HIAMS has no obligation to seek new or additional information or documents from any of its employees, officers or directors in connection with any of these follow-up conversations or otherwise; however, the DENSO Defendants XXXXX will in good faith consider requests for new or additional information or documents, and will produce such information or documents, if appropriate, in their its discretion. The Direct Purchaser Plaintiff(s) Plaintiff may share information learned in Attorney Proffers with End Payor and Automobile Dealership Plaintiffs, to the extent they also continue to prosecute claims with respect to the particular Preliminarily Approved Collective Released Parts against Defendants other than the DENSO Defendants and other Releasees, subject to a commitment of confidentiality and on the condition that it not be used against the DENSO Defendants and/or other Releasees for any purpose whatsoever, Plaintiffs but shall not disclose such information to any other parties including other claimants or potential claimants including public entity plaintiffs and opt- opt-out plaintiffs in the MDL ProceedingLitigation, except with the express written consent of the DENSO DefendantsHIAMS. Notwithstanding any other provision of the Collective Settlement Agreements, the parties and their counsel further agree that any Attorney Proffers or other statements made by counsel for the DENSO Defendants HIAMS in connection with or as part of this settlement shall be governed by Federal Rule of Evidence 408. Notwithstanding anything herein, Settlement Class Counsel may use (but shall not introduce an Attorney Proffer into the record, or depose or subpoena any of the DENSO Defendants’ HIAMS counsel related to an Attorney Proffer. However, Settlement Class Counsel may otherwise use ) information contained in such Attorney Proffers or other statements in the prosecution of its claims in all cases in the MDL ProceedingLitigation, except any claims against Releasees, and rely on such information to certify that, to the best of Settlement 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.