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.
Appears in 2 contracts
Samples: Class Action Settlement Agreement, Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty (60) days from the Effective DatePrior to December 31, or such other time period as Class Counsel and the Settling Defendants may reasonably agree2017, Counsel for the Settling Defendants will meet met 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 which included information originating with the Settling Defendants that was not covered by privilege relating to the allegations in the ProceedingsProceedings and the Second Ontario Action. 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 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 ProceedingsProceedings and the Second Ontario Action, including for the purpose of developing the Distribution Protocol or any other 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.
(2) After the Effective Date, at the request of Class Counsel, the Settling Defendants shall provide to Class Counsel, within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, the following:
(a) transactional sales data produced by the Settling Defendants pursuant to the U.S. Settlement Agreements. The transactional sales data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(2)(c)-(e) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2);
(b) reasonable assistance to Class Counsel in understanding the transactional sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel;
(c) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Electronic Throttle Bodies produced by the Settling Defendants in the U.S. Litigation, including any documents produced or made available by the Settling Defendants pursuant to the U.S. Settlement Agreements, including at any future date, and any pre-existing translations of those documents and any pre-existing and non-privileged electronic coding. In addition, where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face, a field will be produced containing the corresponding xxxxx stamps of the first page of each document;
(d) electronic copies of transcripts and video recordings of all depositions or other testimony of current or former employees, officers or directors of the Releasees, including all exhibits thereto and any pre-existing translations of those transcripts, taken in the U.S. Litigation, within ten (10) business days of said transcripts becoming available, but only to the extent permitted under the U.S. Protective Order (as defined in Section 4.2(4) below); and
(e) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations of those documents, produced by the Settling Defendants to the Canadian Competition Bureau and the United States Department of Justice, to the extent such productions are not duplicative.
(3) After the Certification Date, at the request of Class Counsel acting in good faith and as reasonably necessary for the ongoing prosecution of the Proceedings or the Second Ontario Action, the Settling Defendants shall make reasonable efforts to provide to Class Counsel, within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, the following:
(a) transactional cost data for the global production and sale of Electronic Throttle Bodies between January 1, 1998 and, at least, December 31, 2013, to the extent such data relates to Electronic Throttle Bodies known or expected to be included in Automotive Vehicles that were sold in Canada. Class Counsel may request, and the Settling Defendants shall make reasonable efforts to provide, additional transactional cost data for the period between January 1, 2014 and March 20, 2017, if Class Counsel determine that such information is reasonably necessary for the ongoing prosecution of the Proceedings and/or the Second Ontario Action. The transactional cost data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(3)(d) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3);
(b) to the extent not previously produced pursuant to Section 4.1(2)(a), transactional sales data relating to the Settling Defendants’ global sales of Electronic Throttle Bodies, to the extent such data relates to Electronic Throttle Bodies known or expected to be included in Automotive Vehicles that were sold in Canada. The transactional sales data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel;
(c) reasonable assistance to Class Counsel in understanding the transactional cost and/or sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; and
(d) to the extent not already produced, any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations of those documents, that are relevant to the allegations in the Proceedings or the Second Ontario Action.
(4) The obligation to produce documents pursuant to Sections 4.1(2) and (3) shall be a continuing obligation to the extent additional documents are identified by the Settling Defendants following the initial productions pursuant to this Settlement Agreement or are produced in the U.S. Litigation.
(5) The Settling Defendants shall not object to the Plaintiffs’ participation in any evidentiary proffers and/or interviews of the Settling Defendants’ representatives that occur in the U.S. Litigation pursuant to the U.S. Settlement Agreements. The Settling Defendants shall, where possible, provide notice to Class Counsel thirty (30) days before any evidentiary proffer or interview of representatives of the Settling Defendants that occurs in the U.S. Litigation pursuant to the U.S. Settlement Agreements.
(6) It is understood that the evidentiary proffer described in Section 4.1(1) and the evidentiary proffers and/or interviews of witnesses described in Section 4.1(5) might take place before the Effective Date. In such event:
(a) any documents or information provided in the course of those evidentiary proffers and/or interviews shall be subject to the terms and protections of this Settlement Agreement; and
(b) in the event that this Settlement Agreement is not approved, is terminated, or otherwise fails to take effect for any reason, the documents and information provided during the evidentiary proffers and/or interviews shall not be used by the Plaintiffs or Class Counsel, whether directly or indirectly, in any way for any reason, including, without limitation, against the Settling Defendants as an admission or evidence of any violation of any statute or law, or of any liability or wrongdoing by the Settling Defendants or of the truth of any claims or allegations in the Proceedings or the Second Ontario Action, and such information shall not be discoverable by any Person or treated as evidence of any kind, unless otherwise ordered by a Court. In order to give effect to this agreement, Class Counsel agrees to return all copies of any documents received during, and destroy all copies of any notes taken during (or subsequent reports provided about), these evidentiary proffers and/or interviews and to provide written confirmation to the Settling Defendants of having done so.
(7) In the event that any employee interviews provided for in the U.S. Settlement Agreements: (i) have already occurred; (ii) occur within six (6) months of the Effective Date, but Class Counsel is unable to attend or is not given reasonable advance notice of the time and location of the interviews; or (iii) do not occur within six (6) months of the Effective Date, the Settling Defendants shall, at the request of Class Counsel, upon at least sixty (60) days’ notice, and subject to any legal restrictions, make reasonable efforts to make available at a mutually convenient time, up to five (5) current or former officers, directors or employees of the Settling Defendants who have knowledge about the allegations in the Proceedings and the Second Ontario Action to provide information regarding the allegations raised in the Proceedings and the Second Ontario Action in a personal interview with Class Counsel and/or experts retained by Class Counsel. Class Counsel shall use reasonable efforts to limit this requirement to a single current employee. Such personal interviews shall take place in a North American location and shall not exceed one (1) business day or seven (7) hours for each individual. Costs incurred by, and the expenses of, the employees of the Settling Defendants in relation to such interviews and costs of an interpreter or otherwise related to foreign language translation in connection with interviews shall be the responsibility of the Settling Defendants. If an employee refuses to provide information, or otherwise cooperate, the Settling Defendants shall use all reasonable efforts to make him/her available for an interview with Class Counsel and/or experts retained by Class Counsel. The failure of a current or former employee to agree to make him or herself available, or to otherwise cooperate with the Plaintiffs, shall not constitute a violation of this Settlement Agreement.
(8) Subject to the rules of evidence, any court order with respect to confidentiality and the other provisions of this Settlement Agreement, the Settling Defendants agree to use reasonable efforts to produce at trial or otherwise in the Proceedings or Second Ontario Action (including through affidavit evidence): (i) a current representative qualified to establish for admission into evidence the Settling Defendants’ transactional sales data and cost information provided pursuant to Sections 4.1(2)(a) and (3)(a); (ii) a representative qualified to establish for admission into evidence any of the Settling Defendants’ documents provided as cooperation pursuant to Section 4.1(2) and (3) of this Settlement Agreement that is reasonable and necessary for the prosecution of the Proceedings and the Second Ontario Action (with Class Counsel using its best efforts to authenticate documents for use at trial or otherwise without use of a live witness); and
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty Within ninety (6090) days from of the Effective Date, or such at a time mutually agreed upon by the Parties, and subject to any confidentiality order in these Proceedings and the other time period as Class Counsel and provisions of this Settlement Agreement, the Settling Defendants may reasonably agreeshall provide an evidentiary proffer, at a meeting between Counsel for the Settling Defendants will meet with and Class Counsel in Toronto Canada, or some other at a location in Canada or the United States, as mutually agreed to by the Parties, limited to provide an oral evidentiary proffer over a period relevant information with respect to Non- Settling Defendants, of up to three seven (37) business days. One (1) of those three (3) proffer days hours duration over one calendar day or otherwise as may take place prior to the Effective Date and shall take place prior to February 14be agreed, 2020, or such other time period as Class Counsel and the Settling Defendants may reasonably agree. Thereafter, Counsel for the Settling Defendants which 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 not include information originating with the Settling Defendants that is covered by privilege, including solicitor-client, litigation, attorney work product, settlement, common-interest or joint defence privilege, or any other privilege, doctrine or law, relating to the allegations in the Proceedings. Notwithstanding The Plaintiffs and Class Counsel agree that they will not use the information provided in the proffer under this paragraph for any purpose other provision than the prosecution of this Settlement Agreementthe Proceedings against Non-Settling Defendants, and for greater certainty, it will not make public by filing with or disclosing to the court or otherwise any information beyond that which is agreed that all statements made and information provided by Counsel reasonably necessary for the Settling Defendants are privilegedprosecution of the Proceedings, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, unless disclosure is ordered as otherwise required by the Courtlaw. 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 Parties agree that the proffer in the prosecution of the Proceedingsitself is settlement privileged, including for the purpose of developing the Distribution Protocol does not constitute evidence, that there shall be no audio or any other allocation plan relating to any settlement video recording or judgment proceeds, except the prosecution written transcription or record of any claims against Releasees; and (ii) may rely on such statements made or 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 provided by Counsel for the Settling Defendants related at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes.
(2) Within ninety (90) days of the Effective Date, or at a time mutually agreed upon by the Parties, provided that Class Counsel confirms that the requests are required in good faith as reasonably necessary for the prosecution of the proceeding at trial (or summary judgment), and subject to any confidentiality order in these Proceedings and the other provisions of this Settlement Agreement, the Settling Defendants shall, only insofar as such production has not already occurred in the BC Action and production is not prohibited by law, use reasonable efforts to provide to Class Counsel:
(a) electronic copies of any Documents (including transactional data) that were produced in the U.S. Litigation by the Settling Defendants including, but not limited to, any such Documents provided to U.S. plaintiffs pursuant to any U.S. Settlement Agreements and any pre-existing translations of such documents;
(b) to the extent that transactional sales and costs data of the Settling Defendants is contained in the production delivered pursuant to Section 4.1(2)(a), xxxxx numbers and/or file name identifying the relevant records;
(c) electronic copies of transcripts of all depositions or other testimony of current or former employees, officers or directors of the Settling Defendants taken in the U.S. Litigation, including (to the extent they form part of the transcripts or can otherwise be readily located) all exhibits originating from the Settling Defendants, any pre-existing translations, corresponding errata sheets, and confidentiality designation letters, delivered as a profferseparate production from the documents to be delivered pursuant to Section 4.1(2)(a) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2)(a);
(d) electronic copies of any responses to written interrogatories by the Settling Defendants in the U.S. Litigation, including all schedules thereto and any pre- existing translations into English of those responses produced to the plaintiffs in the U.S. Litigation, delivered as a separate production from the documents to be delivered pursuant to Section 4.1(2)(a) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2)(a);
(e) electronic copies of any responses to requests to admit by the Settling Defendants in the U.S. Litigation, including all schedules thereto and any pre-existing translations into English of those responses produced to the plaintiffs in the U.S. Litigation, delivered as a separate production from the documents to be delivered pursuant to Section 4.1(2)(a) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2)(a);
(f) electronic copies of any declarations or affidavits of current or former employees, officers or directors of the Settling Defendants, including all schedules thereto and any pre-existing translations of those declarations or affidavits, in the U.S. Litigation or produced in the U.S. Litigation, delivered as a separate production from the documents to be delivered pursuant to Section 4.1(2)(a) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2)(a);
(g) electronic copies of any Documents previously produced by the Settling Defendants to the Canadian Competition Bureau, the United States Department of Justice or the European Commission that are relevant to the allegations in the Proceedings (excluding Documents created for the purpose of being so provided), and any pre-existing translations of such Documents; and
(h) reasonable assistance in understanding the transactional sales and cost data produced by the Settling Defendants pursuant to Section 4.1(2) or otherwise in the Proceedings.
(3) The obligation to provide Documents pursuant to Section 4.1(2) shall be a continuing obligation to the extent Documents that are required to be provided under Section 4.1(2) are identified by the Settling Defendants following the initial productions pursuant to this Settlement Agreement, but in no event shall the Settling Defendants be obliged to provide Documents in addition to those listed in Section 4.1(2).
(4) As to additional Documents in the Settling Defendants’ possession, custody, or control, the Settling Defendants will consider in good faith, but without obligation, any reasonable request by the Plaintiffs to collect and produce such documents, provided the request would not impose an undue burden on the Settling Defendants.
(5) Documents provided to Class Counsel in accordance with this Section 4.1(2) will be provided in the format in which they were produced in the U.S. Litigation, to the Canadian Competition Bureau, the United States Department of Justice or the European Commission, and will include any pre-existing and non-privileged electronic coding. In addition, where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face, a field will be produced containing the corresponding xxxxx stamps of the first page of each document.
(6) Nothing in this Settlement Agreement shall require or be construed to require the Releasees, or any of their present, former or future officers, directors or employees to perform any act, including the production or disclosure of any Documents or information:
(a) which would violate or breach any federal, provincial, state, local or foreign law (including without limitation, any privacy or bank secrecy law, and including common law, civil law, statutes, policies, rules and regulations);
(b) which would violate or breach any Court or regulatory order, directive, instruction (including, without limitation, any protective order granted in the U.S. Litigation, and instructions or directives from the U.S. Department of Justice or any other regulatory authority or governmental body in Canada, the United States, the United Kingdom or any other jurisdiction), in any applicable jurisdiction, including but not limited to Canada, and the United States;
(c) which is subject to solicitor-client privilege, litigation privilege or any other privilege, doctrine or law; or
(d) not within the possession, custody or control of the Releasees;
(7) If Counsel for the Settling Defendants have produced a relevant privilege log in the U.S. Litigation, the Settling Defendants will provide Class Counsel with a copy of such log.
(8) If any Documents protected by any privilege and/or any privacy law or other order, regulatory directive, rule or law of this or any applicable jurisdiction including but not limited to Canada and the United States are accidentally or inadvertently produced, such Documents shall be promptly returned to the Settling Defendants and the Documents and the information contained therein shall not be disclosed or used directly or indirectly, except with the express written permission of the Settling Defendants, and the production of such Documents shall in no way be construed to have waived in any manner any privilege or protection attached to such Documents.
(9) Subject to the rules of evidence, any Court order with regard to confidentiality and the other provisions of this Settlement Agreement, the Settling Defendants agree to use reasonable efforts to provide or obtain affidavits for use at trial or otherwise in the Proceedings for the sole purpose of supporting the submission into evidence of any information, transactional data and/or Documents provided by the Settling Defendants in accordance with this Settlement Agreement or as otherwise produced by the Settling Defendants in the Proceedings. If, and only if, a Court should determine that affidavits are inadequate for the purpose of submitting into evidence of the information, transactional data and/or Documents produced by the Settling Defendants, the Settling Defendants agree to use reasonable efforts to make available for testimony at trial or otherwise appropriate current officers, directors and/or employees of the Settling Defendants for the purpose of admitting into evidence any information, transactional data and/or Documents provided by the Settling Defendants to Class Counsel pursuant to Section 4 herein. The Plaintiffs will work to minimize any burden on the Settling Defendants pursuant to this section.
(10) The obligations of the Settling Defendants to cooperate as particularized in this Section 4 shall not be affected by the release provisions contained in Section 7.1 of this Settlement Agreement. If Class Counsel reach a settlement with all of the Non-Settling Defendants and any such settlement becomes effective in accordance with its terms or obtain final judgment against each of them in each of the Proceedings, then all obligations under this Section 4 shall cease and this Section 4 shall be of no further force or effect. For greater certainty, the Plaintiffs’ failure to strictly enforce any of the deadlines for the Settling Defendants to provide cooperation pursuant to this Section 4 is not a waiver of the cooperation rights granted by Section 4.
(11) The Plaintiffs may exercise any rights they have to seek to obtain discovery in the Proceedings as against knowledgeable officers, directors and/or employees of the Settling Defendants, if such individual(s) fails to cooperate in accordance with Subsection 4.1(9) and the provisions of this Settlement Agreement.
(12) Subject to Sections 4.1(11) and 4.1(13), the provisions set forth in this Section 4.1 are the exclusive means by which the Plaintiffs, Class Counsel and Settlement Class Members may obtain discovery or information or Documents from the Releasees or their current or former officers, directors, employees, agents or counsel. The Plaintiffs, Class Counsel and Settlement Class Members agree that they shall not pursue any other means of discovery against, or seek to compel the evidence of, the Releasees or their current or former officers, directors, employees, agents or counsel, whether in Canada or elsewhere and whether under the rules or laws of this or any other Canadian or foreign jurisdiction.
(13) In the event that the Settling Defendants materially breach this Section 4.1, the Plaintiffs may move before the Courts to enforce the terms of this Settlement Agreement, seek an order setting aside Section 4.1(12) and allowing the Plaintiffs to obtain discovery or information from the Settling Defendants as if the Settling Defendants remained parties to the Proceeding, or seek such other remedy that is available at law.
(14) A material factor influencing the decision by the Settling Defendants to execute this Settlement Agreement is their desire to limit the burden and expense of this litigation. Accordingly, the Plaintiffs and Class Counsel agree to exercise good faith in seeking cooperation from the Settling Defendants, agree to avoid seeking information that is unnecessary, cumulative or duplicative and agree otherwise to avoid imposing undue, unreasonable or disproportionate burden or expense on the Releasees.
(15) The scope of the Settling Defendants’ cooperation under this Settlement Agreement shall be limited to an alleged conspiracy to fix, raise, maintain or stabilize prices, allocate markets or customers or restrict output or capacity, of ODD and ODD Products sold in Canada during the Class Period.
Appears in 2 contracts
Samples: Class Action Settlement Agreement, Class Action Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty Within ten (6010) days from of the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agreeDate of Execution, 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 which 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 that is not covered by privilege relating to the allegations in the ProceedingsProceeding. The total number of proffers in the Canadian Settlements shall not exceed two (2) meetings of one (1) business day each. Notwithstanding the forgoing, the Settling Defendants will consider in good faith any reasonable request by Plaintiffs for additional proffers to assist with litigation against Non-Settling Defendants. 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 ProceedingsProceeding, including for the purpose of developing the Distribution Protocol or any other 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 '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.
Appears in 1 contract
Samples: Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty (60) days from the Effective DatePrior to December 31, or such other time period as Class Counsel and the Settling Defendants may reasonably agree2017, Counsel for the Settling Defendants will meet met 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 which included information originating with the Settling Defendants that was not covered by privilege relating to the allegations in the ProceedingsProceedings and the Second Ontario Action. 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 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 ProceedingsProceedings and the Second Ontario Action, including for the purpose of developing the Distribution Protocol or any other 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.
(2) After the Effective Date, at the request of Class Counsel, the Settling Defendants shall provide to Class Counsel, within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, the following:
(a) transactional sales data produced by the Settling Defendants pursuant to the U.S. Settlement Agreements. The transactional sales data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(2)(c)-(e) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2);
(b) reasonable assistance to Class Counsel in understanding the transactional sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel;
(c) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Alternators produced by the Settling Defendants in the U.S. Litigation, including any documents produced or made available by the Settling Defendants pursuant to the U.S. Settlement Agreements, including at any future date, and any pre-existing translations of those documents and any pre- existing and non-privileged electronic coding. In addition, where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face, a field will be produced containing the corresponding xxxxx stamps of the first page of each document;
(d) electronic copies of transcripts and video recordings of all depositions or other testimony of current or former employees, officers or directors of the Releasees, including all exhibits thereto and any pre-existing translations of those transcripts, taken in the U.S. Litigation, within ten (10) business days of said transcripts becoming available, but only to the extent permitted under the U.S. Protective Order (as defined in Section 4.2(4) below); and
(e) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations of those documents, produced by the Settling Defendants to the Canadian Competition Bureau and the United States Department of Justice, to the extent such productions are not duplicative.
(3) After the Certification Date, at the request of Class Counsel acting in good faith and as reasonably necessary for the ongoing prosecution of the Proceedings or the Second Ontario Action, the Settling Defendants shall make reasonable efforts to provide to Class Counsel, within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, the following:
(a) transactional cost data for the global production and sale of Alternators between January 1, 1998 and, at least, December 31, 2013, to the extent such data relates to Alternators known or expected to be included in Automotive Vehicles that were sold in Canada. Class Counsel may request, and the Settling Defendants shall make reasonable efforts to provide, additional transactional cost data for the period between January 1, 2014 and March 20, 2017, if Class Counsel determine that such information is reasonably necessary for the ongoing prosecution of the Proceedings and/or the Second Ontario Action. The transactional cost data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(3)(d) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3);
(b) to the extent not previously produced pursuant to Section 4.1(2)(a), transactional sales data relating to the Settling Defendants’ global sales of Alternators, to the extent such data relates to Alternators known or expected to be included in Automotive Vehicles that were sold in Canada. The transactional sales data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel;
(c) reasonable assistance to Class Counsel in understanding the transactional cost and/or sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; and
(d) to the extent not already produced, any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations of those documents, that are relevant to the allegations in the Proceedings or the Second Ontario Action.
(4) The obligation to produce documents pursuant to Sections 4.1(2) and (3) shall be a continuing obligation to the extent additional documents are identified by the Settling Defendants following the initial productions pursuant to this Settlement Agreement or are produced in the U.S. Litigation.
(5) The Settling Defendants shall not object to the Plaintiffs’ participation in any evidentiary proffers and/or interviews of the Settling Defendants’ representatives that occur in the U.S. Litigation pursuant to the U.S. Settlement Agreements. The Settling Defendants shall, where possible, provide notice to Class Counsel thirty (30) days before any evidentiary proffer or interview of representatives of the Settling Defendants that occurs in the U.S. Litigation pursuant to the U.S. Settlement Agreements.
(6) It is understood that the evidentiary proffer described in Section 4.1(1) and the evidentiary proffers and/or interviews of witnesses described in Section 4.1(5) might take place before the Effective Date. In such event:
(a) any documents or information provided in the course of those evidentiary proffers and/or interviews shall be subject to the terms and protections of this Settlement Agreement; and
(b) in the event that this Settlement Agreement is not approved, is terminated, or otherwise fails to take effect for any reason, the documents and information provided during the evidentiary proffers and/or interviews shall not be used by the Plaintiffs or Class Counsel, whether directly or indirectly, in any way for any reason, including, without limitation, against the Settling Defendants as an admission or evidence of any violation of any statute or law, or of any liability or wrongdoing by the Settling Defendants or of the truth of any claims or allegations in the Proceedings or the Second Ontario Action, and such information shall not be discoverable by any Person or treated as evidence of any kind, unless otherwise ordered by a Court. In order to give effect to this agreement, Class Counsel agrees to return all copies of any documents received during, and destroy all copies of any notes taken during (or subsequent reports provided about), these evidentiary proffers and/or interviews and to provide written confirmation to the Settling Defendants of having done so.
(7) In the event that any employee interviews provided for in the U.S. Settlement Agreements: (i) have already occurred; (ii) occur within six (6) months of the Effective Date, but Class Counsel is unable to attend or is not given reasonable advance notice of the time and location of the interviews; or (iii) do not occur within six (6) months of the Effective Date, the Settling Defendants shall, at the request of Class Counsel, upon at least sixty (60) days’ notice, and subject to any legal restrictions, make reasonable efforts to make available at a mutually convenient time, up to five (5) current or former officers, directors or employees of the Settling Defendants who have knowledge about the allegations in the Proceedings and the Second Ontario Action to provide information regarding the allegations raised in the Proceedings and the Second Ontario Action in a personal interview with Class Counsel and/or experts retained by Class Counsel. Class Counsel shall use reasonable efforts to limit this requirement to a single current employee. Such personal interviews shall take place in a North American location and shall not exceed one (1) business day or seven (7) hours for each individual. Costs incurred by, and the expenses of, the employees of the Settling Defendants in relation to such interviews and costs of an interpreter or otherwise related to foreign language translation in connection with interviews shall be the responsibility of the Settling Defendants. If an employee refuses to provide information, or otherwise cooperate, the Settling Defendants shall use all reasonable efforts to make him/her available for an interview with Class Counsel and/or experts retained by Class Counsel. The failure of a current or former employee to agree to make him or herself available, or to otherwise cooperate with the Plaintiffs, shall not constitute a violation of this Settlement Agreement.
(8) Subject to the rules of evidence, any court order with respect to confidentiality and the other provisions of this Settlement Agreement, the Settling Defendants agree to use reasonable efforts to produce at trial or otherwise in the Proceedings or Second Ontario Action (including through affidavit evidence): (i) a current representative qualified to establish for admission into evidence the Settling Defendants’ transactional sales data and cost information provided pursuant to Sections 4.1(2)(a) and (3)(a); (ii) a representative qualified to establish for admission into evidence any of the Settling Defendants’ documents provided as cooperation pursuant to Section 4.1(2) and (3) of this Settlement Agreement that is reasonable and necessary for the prosecution of the Proceedings and the Second Ontario Action (with Class Counsel using its best efforts to authenticate documents for use at trial or otherwise without use of a live witness); and
Appears in 1 contract
Samples: Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty Within ninety (6090) days from after the Effective Execution Date, or such subject to the other time period as Class Counsel and the Settling Defendants may reasonably agreeprovisions of this Settlement Agreement, Counsel for the Settling Defendants will meet with Class Counsel in Toronto by videoconference or some other location in Canada or the United States, as agreed to by the Partiesteleconference, to provide an oral evidentiary proffer over a period of up which will include information originating with the Settling Defendants that is not covered by privilege relating to three (3) business daysthe allegations in the Proceedings. One The proffer shall not exceed 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 agreebusiness day. Thereafter, Counsel for the Settling Defendants will shall 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 a Court. The Plaintiffs and Class Counsel agree that they will not use the Courtinformation provided in the proffer under this paragraph for any purpose other than the prosecution of the Proceedings against Non-Settling Defendants, and will not make public by filing with or disclosing to a Court or otherwise any information beyond that which is reasonably necessary for the prosecution of the Proceedings, or as otherwise required by law. 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. The Parties agree that the proffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information provided by Counsel for the Settling Defendants at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes. 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 Orderorder, 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.
Appears in 1 contract
Samples: Class Action Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty (60) days from the Effective DatePrior to December 31, or such other time period as Class Counsel and the Settling Defendants may reasonably agree2017, Counsel for the Settling Defendants will meet met 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 which included information originating with the Settling Defendants that was not covered by privilege relating to the allegations in the ProceedingsProceedings and the Second Ontario Action. 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 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 ProceedingsProceedings and the Second Ontario Action, including for the purpose of developing the Distribution Protocol or any other 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.
(2) After the Effective Date, at the request of Class Counsel, the Settling Defendants shall provide to Class Counsel, within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, the following:
(a) transactional sales data produced by the Settling Defendants pursuant to the U.S. Settlement Agreements. The transactional sales data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(2)(c)-(e) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2);
(b) reasonable assistance to Class Counsel in understanding the transactional sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel;
(c) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Ignition Coils produced by the Settling Defendants in the U.S. Litigation, including any documents produced or made available by the Settling Defendants pursuant to the U.S. Settlement Agreements, including at any future date, and any pre-existing translations of those documents and any pre- existing and non-privileged electronic coding. In addition, where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face, a field will be produced containing the corresponding xxxxx stamps of the first page of each document;
(d) electronic copies of transcripts and video recordings of all depositions or other testimony of current or former employees, officers or directors of the Releasees, including all exhibits thereto and any pre-existing translations of those transcripts, taken in the U.S. Litigation, within ten (10) business days of said transcripts becoming available, but only to the extent permitted under the U.S. Protective Order (as defined in Section 4.2(4) below); and
(e) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations of those documents, produced by the Settling Defendants to the Canadian Competition Bureau and the United States Department of Justice, to the extent such productions are not duplicative.
(3) After the Certification Date, at the request of Class Counsel acting in good faith and as reasonably necessary for the ongoing prosecution of the Proceedings or the Second Ontario Action, the Settling Defendants shall make reasonable efforts to provide to Class Counsel, within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, the following:
(a) transactional cost data for the global production and sale of Ignition Coils between January 1, 1998 and, at least, December 31, 2013, to the extent such data relates to Ignition Coils known or expected to be included in Automotive Vehicles that were sold in Canada. Class Counsel may request, and the Settling Defendants shall make reasonable efforts to provide, additional transactional cost data for the period between January 1, 2014 and March 20, 2017, if Class Counsel determine that such information is reasonably necessary for the ongoing prosecution of the Proceedings and/or the Second Ontario Action. The transactional cost data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(3)(d) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3);
(b) to the extent not previously produced pursuant to Section 4.1(2)(a), transactional sales data relating to the Settling Defendants’ global sales of Ignition Coils, to the extent such data relates to Ignition Coils known or expected to be included in Automotive Vehicles that were sold in Canada. The transactional sales data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel;
(c) reasonable assistance to Class Counsel in understanding the transactional cost and/or sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; and
(d) to the extent not already produced, any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations of those documents, that are relevant to the allegations in the Proceedings or the Second Ontario Action.
(4) The obligation to produce documents pursuant to Sections 4.1(2) and (3) shall be a continuing obligation to the extent additional documents are identified by the Settling Defendants following the initial productions pursuant to this Settlement Agreement or are produced in the U.S. Litigation.
(5) The Settling Defendants shall not object to the Plaintiffs’ participation in any evidentiary proffers and/or interviews of the Settling Defendants’ representatives that occur in the U.S. Litigation pursuant to the U.S. Settlement Agreements. The Settling Defendants shall, where possible, provide notice to Class Counsel thirty (30) days before any evidentiary proffer or interview of representatives of the Settling Defendants that occurs in the U.S. Litigation pursuant to the U.S. Settlement Agreements.
(6) It is understood that the evidentiary proffer described in Section 4.1(1) and the evidentiary proffers and/or interviews of witnesses described in Section 4.1(5) might take place before the Effective Date. In such event:
(a) any documents or information provided in the course of those evidentiary proffers and/or interviews shall be subject to the terms and protections of this Settlement Agreement; and
(b) in the event that this Settlement Agreement is not approved, is terminated, or otherwise fails to take effect for any reason, the documents and information provided during the evidentiary proffers and/or interviews shall not be used by the Plaintiffs or Class Counsel, whether directly or indirectly, in any way for any reason, including, without limitation, against the Settling Defendants as an admission or evidence of any violation of any statute or law, or of any liability or wrongdoing by the Settling Defendants or of the truth of any claims or allegations in the Proceedings or the Second Ontario Action, and such information shall not be discoverable by any Person or treated as evidence of any kind, unless otherwise ordered by a Court. In order to give effect to this agreement, Class Counsel agrees to return all copies of any documents received during, and destroy all copies of any notes taken during (or subsequent reports provided about), these evidentiary proffers and/or interviews and to provide written confirmation to the Settling Defendants of having done so.
(7) In the event that any employee interviews provided for in the U.S. Settlement Agreements: (i) have already occurred; (ii) occur within six (6) months of the Effective Date, but Class Counsel is unable to attend or is not given reasonable advance notice of the time and location of the interviews; or (iii) do not occur within six (6) months of the Effective Date, the Settling Defendants shall, at the request of Class Counsel, upon at least sixty (60) days’ notice, and subject to any legal restrictions, make reasonable efforts to make available at a mutually convenient time, up to five (5) current or former officers, directors or employees of the Settling Defendants who have knowledge about the allegations in the Proceedings and the Second Ontario Action to provide information regarding the allegations raised in the Proceedings and the Second Ontario Action in a personal interview with Class Counsel and/or experts retained by Class Counsel. Class Counsel shall use reasonable efforts to limit this requirement to a single current employee. Such personal interviews shall take place in a North American location and shall not exceed one (1) business day or seven (7) hours for each individual. Costs incurred by, and the expenses of, the employees of the Settling Defendants in relation to such interviews and costs of an interpreter or otherwise related to foreign language translation in connection with interviews shall be the responsibility of the Settling Defendants. If an employee refuses to provide information, or otherwise cooperate, the Settling Defendants shall use all reasonable efforts to make him/her available for an interview with Class Counsel and/or experts retained by Class Counsel. The failure of a current or former employee to agree to make him or herself available, or to otherwise cooperate with the Plaintiffs, shall not constitute a violation of this Settlement Agreement.
(8) Subject to the rules of evidence, any court order with respect to confidentiality and the other provisions of this Settlement Agreement, the Settling Defendants agree to use reasonable efforts to produce at trial or otherwise in the Proceedings or Second Ontario Action (including through affidavit evidence): (i) a current representative qualified to establish for admission into evidence the Settling Defendants’ transactional sales data and cost information provided pursuant to Sections 4.1(2)(a) and (3)(a); (ii) a representative qualified to establish for admission into evidence any of the Settling Defendants’ documents provided as cooperation pursuant to Section 4.1(2) and (3) of this Settlement Agreement that is reasonable and necessary for the prosecution of the Proceedings and the Second Ontario Action (with Class Counsel using its best efforts to authenticate documents for use at trial or otherwise without use of a live witness); and
Appears in 1 contract
Samples: Settlement Agreement
Extent of Cooperation. (1) Before Within ten (10) days of the expiration Date of Execution, Counsel for the Settling Defendants will participate in a telephone conference with Class Counsel to provide an oral evidentiary proffer which will include information originating with the Settling Defendants that is not covered by privilege relating to potentially unlawful communications with the Non-Settling Defendants regarding the pricing of Automotive Brake Hoses, and potentially-affected platforms of Automotive Vehicles. In addition, unless Class Counsel have already attended a proffer in the U.S. Litigation under Section 4.1(4), within sixty (60) days from of the Effective Certification 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 or if the Parties agree by the Partiesvideo or teleconference, in order to provide an a further 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 which 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 that is not covered by privilege relating to the allegations in the ProceedingsProceeding. 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 proffers to the Settling Defendants and/or Counsel for the Settling Defendants. Notwithstanding the foregoing, Class Counsel may: (i) use information obtained from the proffer proffers in the prosecution of the ProceedingsProceeding, including for the purpose of developing the Distribution Protocol or any other 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.
Appears in 1 contract
Samples: Settlement Agreement
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 make themselves available for a meeting 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 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 agreebusiness day. Thereafter, Counsel for the Settling Defendants will make themselves available for reasonable follow-up conversations in connection with the proffer 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.
Appears in 1 contract
Samples: National Settlement Agreement
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, States to provide an oral evidentiary proffer over a period of up to three (3) business days. One one (1) business day. With agreement 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 Defendants, the proffer and will use best efforts to respond to questions posed may be provided in-person, by Class Counseltelephone or by video teleconference. The proffer shall include information originating with the Settling Defendants relating to the allegations in the ProceedingsProceeding. 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 ProceedingsProceeding, 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.
Appears in 1 contract
Samples: Settlement Agreement
Extent of Cooperation. (1) Before The scope of the expiration Settling Defendants’ obligations to cooperate under this Settlement Agreement as set out in this Section 4.1 is limited to only those Proceedings (and the Alleged Parts which are the subject of sixty those Proceedings) which, at the time of the delivery of the cooperation specified herein, are ongoing against one or more Non-Settling Defendants. The cooperation shall be made available to Class Counsel in the applicable Proceeding. Notwithstanding the foregoing:
(60a) in the Bearings Proceedings the cooperation shall be made available to Ontario Counsel and Quebec Counsel only, and may not be disclosed to BC Counsel except to the extent the relevant information or documents were, are or become publicly available or as otherwise ordered by a Court; and
(b) in the Electric Powered Steering Assemblies and Manual Steering Columns Proceedings, the cooperation shall also be made available to Camp Xxxxxxxx Xxxxxxxx Xxxxxxxx LLP and Siskinds Desmeules s.e.n.c.r.l to the extent that Camp Xxxxxxxx Xxxxxxxx Xxxxxxxx LLP and Siskinds Desmeules s.e.n.c.r.l are assisting Ontario Counsel in the prosecution of those Proceedings.
(2) Cooperation will take place in a manner that is in compliance with the Settling Defendants’ obligations to Government Entities.
(3) Within ninety (90) days from of the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this Settlement Agreement, Counsel for the Settling Defendants will meet with Class Counsel in Toronto Canada, or at some other location in Canada or the United States, as mutually agreed to by the Parties, or by videoconference, 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 which will include information originating with the Settling Defendants that is not covered by privilege relating to the allegations in the Proceedings. The proffer(s) shall not exceed seven (7) hours duration over one calendar day or otherwise as may reasonably agreebe agreed in respect of each of the Alleged Parts. Thereafter, Counsel for the Settling Defendants will shall 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 a Court. The Plaintiffs and Class Counsel agree that they will not use the Courtinformation provided in the proffer under this paragraph for any purpose other than the prosecution of the Proceedings against Non-Settling Defendants, and will not make public by filing with or disclosing to a Court or otherwise any information beyond that which is reasonably necessary for the prosecution of the Proceedings, or as otherwise required by law. 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 Parties agree that the foregoingproffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information provided by Counsel for the Settling Defendants at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes..
(4) Unless expressly provided for otherwise below, within ninety (90) days from the Effective Date, or at a later time mutually agreed upon by the Parties, provided that Class Counsel confirms that the requests are required in good faith as reasonably necessary for the prosecution of the Proceedings at trial (or summary judgment), and subject to any confidentiality order in these Proceedings and the other provisions of this Settlement Agreement, the Settling Defendants shall use reasonable efforts to provide to Class Counsel the information set out in subsections (a)-(i) below.
(a) transactional sales data regarding the Alleged Parts as has already been produced or as agreed to be produced in the context of the U.S. Litigation or the U.S. Settlement Agreements and any pre-existing translations into English of such data. The transactional sales data will be provided in Excel or such other format in which it was produced in connection with the U.S. Litigation or U.S. Settlement Agreements, or such other form as may be agreed upon by the Parties, and shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(4)(c) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(4)(c);
(b) reasonable assistance in understanding the transactional sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel;
(c) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding the Alleged Parts produced or made available by the Settling Defendants in the U.S. Litigation, including any documents produced or as agreed to be produced by the Settling Defendants pursuant to the U.S. Settlement Agreements, and any pre-existing translations of into English of such documents, and any pre-existing and non-privileged electronic coding or metadata produced in the U.S. Litigation. In addition, where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face, a field will be produced containing the corresponding xxxxx stamps of the first page of each document;
(d) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure), including any pre-existing translations into English of those documents, provided to or seized by Government Entities relating to their investigation into the alleged antitrust violations with respect to the Alleged Parts, to the extent the productions are not duplicative;
(e) electronic copies of transcripts and video recordings of all depositions or other testimony of current or former employees, officers or directors of the Releasees, including all exhibits thereto, taken in the U.S. Litigation, and any pre-existing translations into English. If transcripts or video recordings become available more than sixty (60) days from the Effective Date, such transcripts or video recordings shall be provided within thirty (30) days of becoming available. The transcripts or video recordings shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(4)(c) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(4)(c);
(f) electronic copies of any declarations or affidavits of current or former employees, officers or directors of the Releasees, including all exhibits thereto, taken in the U.S. Litigation, and any pre-existing translations into English. If declarations or affidavits become available more than thirty (30) days from the Effective Date, such declarations or affidavits shall be provided within ten (10) days of becoming available. The declarations and affidavits shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(4)(c) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(4)(c);
(g) electronic copies of any responses to written interrogatories by the Releasees, including all schedules thereto, taken in the U.S. Litigation, and any pre-existing translations into English. The responses to written interrogatories shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(4)(c) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(4)(c);
(h) electronic copies of any responses to requests to admit provided by the Releasees in the U.S. Litigation and any pre-existing translations into English. The responses to requests to admit shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(4)(c) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(4)(c); and
(i) the identity of all current and former employees, directors and officers of the Releasees who:
(i) were interviewed and/or prosecuted by any Government Entity in connection with alleged price-fixing, bid rigging and market allocation of the Alleged Parts;
(ii) appeared before the grand jury in the U.S. Department of Justice investigation into alleged antitrust violations with respect to the Alleged Parts; or
(iii) were disclosed to the U.S. Department of Justice as having knowledge or information relating to the U.S. Department of Justice’s investigation into alleged antitrust violations with respect to the Alleged Parts; and
(j) to the extent known or reasonably ascertainable, a list of Automotive Vehicles sold in Canada between 2000 and July 21, 2016 that contain Bearings, Electric Powered Steering Assemblies, and Manual Steering Columns manufactured or sold by the Settling Defendants.
(5) After the Effective Date, subject to the other provisions of this Settlement Agreement, Class Counsel may: may deliver a written request to the Settling Defendants pursuant to this Section. Within one hundred and twenty (i120) days after Class Counsel’s delivery of this written request, or at a time mutually agreed upon by the Parties, the Settling Defendants agree to use information obtained from the proffer reasonable efforts to provide to Class Counsel:
(a) pre-existing further transactional sales data as it exists in the Settling Defendants electronic database at the time of the request regarding the Alleged Parts reflecting the Settling Defendants’ sales of the Alleged Parts during the applicable Class Period, if and to the extent pre-existing sales data reflect that the sales data relate to Alleged Parts known or expected to be included in Automotive Vehicles that were sold in Canada. The transactional sales data will be provided in Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel; and
(b) reasonable assistance in understanding the transactional sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel.
(6) The obligation to produce documents pursuant to Section 4.1(4) and Section 4.1(5) shall be a continuing obligation to the extent additional documents are identified by the Settling Defendants following its initial productions pursuant to this Settlement Agreement.
(7) As to additional documents in the Settling Defendants’ possession, custody, or control concerning the Alleged Parts, the Settling Defendants will consider in good faith any reasonable request by the Plaintiffs to collect and produce such documents, provided the request would not impose an undue burden on the Settling Defendants.
(8) The Settling Defendants shall not object to the Plaintiffs’ participation in any evidentiary proffers and/or interviews of the Settling Defendants’ representatives that occur in the U.S. Litigation pursuant to the U.S. Settlement Agreements. The Settling Defendants shall, where possible, provide notice to Class Counsel thirty (30) days before any proffer or interview of representatives of the Settling Defendants that occurs in the U.S. Litigation pursuant to the U.S. Settlement Agreements. It is understood that such proffers and/or interviews of witnesses might take place before the Effective Date.
(9) After the Certification Date, at the request of Class Counsel acting in good faith, and as is reasonably necessary for the ongoing 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 extent that the Settling Defendants related make oral evidentiary proffers pursuant to the U.S. Settlement Agreements that contains information not previously proffered to the Plaintiffs pursuant to Section 4.1(3), and Class Counsel is unable to attend or is not given reasonable advance notice of the time and location of such proffers, the Settling Defendants shall make supplemental proffers to the Plaintiffs, provided that the information proffered in the U.S. is relevant to the Proceedings.
(10) Subject to the rules of evidence, any Court order with respect to confidentiality and the other provisions of this Settlement Agreement, the Settling Defendants agree to use reasonable efforts to produce at trial or otherwise in the Proceedings (including through affidavit evidence) a proffer.reasonable number of representatives qualified to establish for admission into evidence (i) the Settling Defendants’ transactional sales data provided pursuant to Sections 4.1(4)(a) and 4.1(5)(a);
Appears in 1 contract
Samples: Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty Within thirty (6030) days from the Effective DateDate of Execution, or such other time period as Class Counsel and the Settling Defendants Defendant may reasonably agree, subject to the other provisions of this Settlement Agreement, Counsel for the Settling Defendants Defendant will meet with Class Counsel in Toronto Canada, or at some other location in Canada or the United States, as mutually agreed to by the Parties, or attend via video conference if necessary or appropriate, to provide an oral evidentiary proffer over a period of up which will include information originating with the Settling Defendant that is not covered by privilege relating to three (3) the allegations in the Proceedings and the Related Action but is subject to the limitations created by Settling Defendant’s withdrawal from the Automotive Exhaust Systems business daysin May 2007. One The proffer shall not exceed 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 agreebusiness day. Thereafter, Counsel for the Settling Defendants will Defendant shall 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 Defendant 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 a Court. Further, absent a Court order, Class Counsel will not attribute any factual information obtained from the proffer to the Settling Defendants Defendant and/or Counsel for the Settling DefendantsDefendant. Notwithstanding the foregoing, Class Counsel may: (i) use information obtained from the proffer in the prosecution of the ProceedingsProceedings and the Related 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 a Court Ordercourt order, the Plaintiffs shall not introduce any information from a proffer into the record or subpoena any Counsel for the Settling Defendants Defendant related to a proffer.
Appears in 1 contract
Samples: Settlement Agreement
Extent of Cooperation. (1) Before the expiration of sixty Within ten (6010) days from of the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agreeDate of Execution, 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 which 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 that is not covered by privilege relating to the allegations in the ProceedingsProceeding. The total number of proffers in the Canadian Settlements shall not exceed two (2) meetings of one (1) business day each. Notwithstanding the forgoing, the Settling Defendants will consider in good faith any reasonable request by Plaintiffs for additional proffers to assist with litigation against Non-Settling Defendants. 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 ProceedingsProceeding, including for the purpose of developing the Distribution Protocol or any other 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.
Appears in 1 contract
Samples: Settlement Agreement
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 on February 14, 20202020 or thereabouts, 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 ProceedingsProceedings and the Related Action. 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 ProceedingsProceedings and the Related 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 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.
(2) Unless expressly provided for otherwise in subsections (a)-(e) below, within sixty (60) days from the Effective Date, or at a later time mutually agreed upon by the Parties, the Settling Defendants shall provide to Class Counsel and in a manner that is in compliance with Settling Defendants' obligations to any Government Entity, the information set out in subsections (a)-(e) below. Class Counsel and Plaintiffs agree to request such cooperation only when and only to the extent reasonably necessary for their continued prosecution of the Proceedings and the Related Action:
(a) in the event that the Settling Defendants or other Releasees are subsequently named in the U.S. Litigation:
(i) any transactional sales or other data produced by the Settling Defendants or other Releasees in the U.S. Litigation, including pursuant to any U.S. Settlement Agreements. Such transactional data shall be delivered in Microsoft Excel or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel. The transactional sales data records shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(2)(a)(iii)-(vi) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2);
(ii) reasonable assistance in understanding the transactional sales data produced by the Settling Defendants, through Counsel for the Settling Defendants, including a reasonable number of telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between personnel or consultants knowledgeable about the sales data;
(iii) electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Automotive Exhaust Systems produced by the Settling Defendants or other Releasees in the U.S. Litigation, including any documents produced by the Settling Defendants or other Releasees pursuant to any U.S. Settlement Agreements, and any pre-existing translations of those documents and any pre-existing and non-privileged electronic coding or metadata produced in the U.S. Litigation. In addition, where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face, a field will be produced containing the corresponding xxxxx stamps of the first page of each document;
(iv) electronic copies of transcripts and video recordings of all depositions or other testimony of current or former employees, officers or directors of the Releasees, including all exhibits thereto and any pre-existing translations of those transcripts, taken in the U.S. Litigation. If the transcripts or video recordings become available more than sixty (60) days from the Effective Date, the transcripts or video recordings shall be provided within thirty (30) days of becoming available. The transcripts or video recordings shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(2) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2);
(v) electronic copies of any responses to written interrogatories by the Releasees, including all schedules thereto and any pre-existing translations of those responses, in the U.S. Litigation. The responses to written interrogatories shall be delivered as a separate production from the documents to be delivered pursuant to Section 4.1(2) identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(2);
(vi) electronic copies of any declarations of current or former employees, officers or directors of the Releasees, including all schedules thereto and any pre-existing translations of those declarations, in the U.S.
Appears in 1 contract
Samples: Settlement Agreement
