Proffers. Midwest Poultry agrees that, as soon as practicable after the Execution Date, Midwest Poultry’s Counsel shall make themselves available, at dates, times and locations to be agreed upon by Midwest Poultry’s Counsel and Class Counsel, to meet with Class Counsel for no more than eight (8) hours total to provide information concerning Midwest Poultry’s knowledge, and that of its directors, officers, employees and agents, of the facts relating to documents, witnesses, meetings, communications, conduct and events at issue in the Action (the “Proffer”). Plaintiffs and Class Counsel agree that they shall maintain all statements made by Midwest Xxxxxxx’s Counsel under this paragraph as strictly confidential and that they shall not use directly or indirectly the information so received for any purpose other than prosecution of the Action and that such information may not be used to prosecute any claim or action against Releasees. Class Counsel may use information contained in the Proffer in the prosecution of the Action without attributing the source of the information. Class Counsel agree, unless ordered by a court and consistent with due process, that under no circumstances shall information or documents obtained from the Proffer be shared with any person, counsel, Class Counsel or Plaintiffs’ Counsel who is also (i) counsel for any plaintiff in any state or federal action against one or more of the Releasees, (ii) counsel for any plaintiff or Class Member that elects to opt out of the proposed class for settlement purposes under this Agreement or from a litigation class that may be certified, (iii) any counsel representing or advising indirect purchasers of Shell Eggs or Processed Eggs, or (iv) any third party not associated with Class Counsel in this Action except in connection with prosecution of this Action. At the conclusion of the Action, Class Counsel shall destroy all notes, memoranda, or records related to the Proffer, and any copies thereof, and shall certify in writing to Midwest Poultry Plaintiffs’ compliance with this requirement.
Proffers. Beginning within ten (10) business days of the Execution Date, Barclays’ Counsel will meet with OTC Plaintiffs’ Counsel at a mutually agreeable time and place to provide, over as many days as required to complete the proffers, the following categories of information:
Proffers. NFC agrees that, as soon as practicable after the Execution Date, NFC’s Counsel shall make themselves available to Class Counsel, in person in Seattle, Washington and/or by teleconference, at a mutually convenient date and time, to provide background information concerning: NFC, its organization, its operations, and its personnel; the identification of potential NFC witnesses with knowledge of the matters at issue in the Action; and the substance of their anticipated testimony according to the best understanding of NFC’s counsel (the “Proffer”). The Proffer shall not extend for more than five (5) hours in duration; and shall, to the extent practicable, occur concurrently with any substantially similar interviews agreed to with other settling parties. NFC’s Counsel will not be required or expected to disclose any matters that any other present or former Party to the Action asserts to be privileged material or work product (see subparagraph f below). Plaintiffs and Class Counsel agree that they shall maintain all statements made by NFC’s Counsel under this paragraph as strictly confidential and that they shall not use directly or indirectly the information so received for any purpose other than prosecution of the Action and that such information may not be used to prosecute any claim or action against Releasees. Class Counsel may use information contained in the Proffer in the prosecution of the Action without attributing the source of the information or breaching the agreement regarding confidentiality of statements made under the Proffer as provided in this paragraph unless so required by order of the Court or applicable law. Class Counsel agree, unless ordered by a court and consistent with due process, that under no circumstances shall information or documents obtained from the Proffer be shared with any person, counsel, Class Counsel or Plaintiffs’ Counsel who is also (i) counsel for any plaintiff in any state or federal action against one or more of the Releasees, (ii) counsel for any plaintiff or Class Member that elects to opt out of the proposed class for settlement purposes under this Agreement or from a litigation class that may be certified, (iii) any counsel representing or advising indirect purchasers of Shell Eggs or Processed Eggs, or (iv) any third party not associated with Class Counsel in this Action except in connection with prosecution of this Action. At the conclusion of the Action, Class Counsel shall destroy all notes, memoranda, or r...
Proffers. Except for any agreements or arrangements referenced in the Proforma Title Policies, (i) Seller has not made and has no Knowledge of any commitments to any governmental or quasi-governmental authority, school board, church or other religious body, or to any other organization, group or individual relating to the Property that would impose any obligations upon Buyers to make any contributions of money or land or to install or maintain any improvements (whether on site or off site), and (ii) Seller has not made and has no Knowledge of any special understandings or agreements, whether oral or written, between Seller and any governmental or quasi-governmental authority whether contained in ordinances, agreements or otherwise, limiting or defining the use and development of the Property, the construction of improvements thereon, the availability to the Property of public improvements and municipal services, any requirement to share in the cost thereof by recapture, contribution, special assessment or otherwise, or any requirement to contribute in land or cash to any school, library, park or other sort of county municipal or governmental district or body in connection with the development of the Property. Seller has not delivered any security to any governmental or quasi-governmental authority, including but not limited to any bonds, for public improvements of any kind, whether or not benefitting the Property or any portion thereof.
Proffers. Seller has not made any agreements or proffers with any governmental authority, community association or nearby property owner related to the use, operation or development of the Property which are not matters of public record.
Proffers a. As soon as possible after preliminary approval of this Agreement but no later than ten (10) business days after such approval, or at an alternative date agreed to by the Parties, Southwest’s Counsel will meet with Plaintiffs’ Counsel at a mutually agreeable time and place to provide a full account of facts then known to Southwest that are relevant to the claims asserted in the Action, including, but not limited to, facts related to the alleged conduct, the specific locations and dates of and participants in meetings and communications relating to the alleged conduct, the alleged conduct’s effect on pricing and profitability in the domestic air transportation industry, the identities of persons that have knowledge of facts related to the alleged conduct, including current and former employees of Southwest, the other Defendants, and third parties, and the role of institutional investors and analysts in the domestic air transportation industry.
Proffers. Upon execution of this Settlement Agreement, Moark Defendants shall begin to undertake to support Class Plaintiffs' prosecution of the Action. Beginning within ten ( I 0) business days of the Execution Date, Moark Defendants agree that its counsel will meet with Class Counsel to begin to provide a general description of the times, places, and corporate participants relating to the conduct at issue in the Action.
Proffers. “Proffers” shall mean the proffers approved by Henrico County when the property comprising Innsbrook was zoned by Henrico County, a copy of which is attached hereto, marked Exhibit “B”.
Proffers. The Proffers are incorporated in and shall be deemed a part of these covenants to the same extent as if set forth fully herein. If the Board of Supervisors or the Planning Commission or Henrico County shall modify the Proffers, such action shall not change such Proffers as a part of these covenants unless approved in writing by Declarant, its successors or assigns, and unless so approved the Proffers as set forth in Exhibit “B” shall continue to be binding upon al owners of Sites in Innsbrook.
Proffers. NuCal agrees that, as soon as practicable after the Execution Date, NuCal’s Counsel shall make themselves available to Class Counsel, in person in San Francisco, California and/or by teleconference, at a mutually convenient date and time, to provide background information concerning: NuCal, its organization, its operations, and its personnel; the identification of potential NuCal witnesses with knowledge of the matters at issue in the Action; and the substance of their anticipated testimony according to the best understanding of NuCal’s counsel (the “Proffer”). The Proffer shall not extend for more than five (5) hours in duration.
