Extent of Cooperation. (1) Prior to December 31, 2017, Counsel for the Settling Defendants met with Class Counsel in Canada or the United States, to provide an oral evidentiary proffer which included information originating with the Settling Defendants that was not covered by privilege relating to the allegations in the Proceedings. 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, may not be directly or indirectly disclosed to any other Person, unless disclosure is ordered by a Court. Further, absent a 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, including for the purpose of developing an 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 a Court Order, 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.
Extent of Cooperation. (1) Within thirty (30) days after the Execution Date or at a time mutually agreed upon by the Parties acting reasonably, but prior to the settlement approval motions contemplated in subsection 2.3, the Settling Defendants shall provide to Class Counsel:
Extent of Cooperation. (1) To the extent not previously provided to the Plaintiffs and subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide the cooperation set out in this section of the Settlement Agreement, provided, however, that the Settling Defendants shall not be required to provide cooperation: (i) in violation of any law, including without limiting the generality of the foregoing, any privacy, bank secrecy and other laws, regulations, and policies of Ontario, Quebec or any other jurisdiction, or in contravention of the terms of any protective order in the U.S. Litigation or similar order(s) in the Proceedings or an instruction or directive to the contrary from the United States Department of Justice (“DOJ”) or any other regulatory authority or governmental body in Canada, the United States, the United Kingdom or any other jurisdiction; or (ii) with regard to conduct outside the scope of the Released Claims.
Extent of Cooperation. (1) Before the expiration of sixty (60) days from the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, Counsel for the Settling Defendants will meet with Class Counsel in Toronto or some other location in Canada or the United States, as agreed to by the Parties, to provide an oral evidentiary proffer over a period of up to three (3) business days. One (1) of those three (3) proffer days may take place prior to the Effective Date and shall take place prior to February 14, 2020, or such other time period as Class Counsel and the Settling Defendants may reasonably agree. Thereafter, 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. 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 Court. Further, absent a 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, 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 a Court Order, 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.
Extent of Cooperation. (1) Subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide cooperation as set out in this Section of the Settlement Agreement provided, however, that neither the Settling Defendants nor any of the Releasees shall be required, and nothing in this Settlement Agreement shall be construed to require any Settling Defendant or Releasee, to perform any act, provide any cooperation, or to transmit, provide, disclose or produce any documents or information: (i) in violation of any law, regulation or rule of any jurisdiction, including without limiting the generality of the foregoing, any privacy or other laws, regulations or policies of Ontario or any other Canadian or foreign jurisdiction; (ii) in contravention of the terms of any order of a court or tribunal in any jurisdiction, including without limitation the U.S. Protective Order or similar order(s) in the Proceeding; (iii) in contravention of or inconsistent with an instruction or directive from, or any obligations to, the Canadian Competition Bureau, DOJ or any regulatory authority or governmental body in Canada, the United States or any other jurisdiction; (iv) subject to and/or inconsistent with any applicable solicitor client privilege, litigation privilege, settlement privilege, joint defence privilege or any other privilege, doctrine or law; (v) that would disclose or produce any information or documents they obtained on a privileged or co-operative basis from any Person or party to any action or proceeding who is not a Releasee;
Extent of Cooperation. (1) Within sixty (60) days of the Effective Date, or at a time mutually agreed upon by the Parties, subject to the other provisions of this Settlement Agreement, the Settling Defendants will use reasonable efforts to:
Extent of Cooperation. (1) Within sixty (60) days of the Effective Date, or at a time mutually agreed upon by the Parties, and subject to any confidentiality order in the Proceedings and the other provisions of this Settlement Agreement, the Settling Defendants shall, insofar as such production has not already been made and production is not prohibited by law, use reasonable efforts to:
Extent of Cooperation. After the termination of Executive's employment hereunder, Executive shall reasonably cooperate with STT in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of STT and which relate to events or occurrences that transpired while Executive was employed by STT, but if and only if such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or action shall include being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of STT at mutually convenient times. After Executive's employment, Executive also shall cooperate fully with STT in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by STT, but if and only if such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. However, notwithstanding any of the foregoing, nothing in this paragraph shall be construed to require Executive to cooperate or provide any services to, on or on behalf of STT in excess of four (4) hours in any one day or for a total of more than twenty (20) hours, nor to require Executive to travel more than fifty (50) miles from his home in order to render such cooperation, nor to provide any cooperation under this paragraph after seven (7) years from Executive's Termination Date.
Extent of Cooperation. (1) Following the execution of this Settlement Agreement but prior to the settlement approval motions contemplated in subsection 2.3, the Settling Defendants shall provide to Class Counsel:
Extent of Cooperation. (1) Within sixty (60) days of the Effective Date, or at a time mutually agreed upon by the Parties, subject to the other provisions of this Settlement Agreement, Counsel for the Settling Defendants will meet with Class Counsel in Canada, or at some other location mutually agreed to by the Parties, to provide an oral evidentiary proffer which will include information originating with the Settling Defendants that is not covered by privilege relating to the allegations in the Proceedings. The Parties agree that there shall be no audio or video recordings or written transcription of any statements made or information provided by Counsel for the Settling Defendants at the proffer. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that any such written notes, and all statements made and information provided by Counsel for the Settling Defendants are privileged, will be kept strictly confidential, may not be directly or indirectly disclosed to any other Person, and will not be used by Class Counsel for any purpose other than for their own internal use in connection with the prosecution of the Proceedings.
