Proffers Sample Clauses

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. 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. b. Southwest’s Counsel will supplement this proffer session with an additional session or sessions as they may gain more information.

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: a. A general description of the U.S. Dollar LIBOR-setting process, including but not limited to the individuals and entities involved, the factors considered in determining Barclays’ daily submission, the BBA’s rules governing the U.S. Dollar LIBOR- setting process, and the nature of the LIBOR-setting process; b. A general description of the over-the-counter market for LIBOR- Based Instruments, including but not limited to information, if any is reasonably accessible, regarding the types of instruments, the notional value of such instruments, Barclays’ market share for such instruments, the market share of other LIBOR panel banks, and competition among banks regarding that market; c. A full account of facts known to Barclays that are relevant to the Released Claims, including but not limited to the alleged conduct, if any such facts exist, relating to the manipulation and suppression of U.S. Dollar LIBOR by Barclays and other panel banks, and the individuals and entities involved in the conduct, the specific locations and dates of key meetings or communications relating to the conduct, including actual words exchanged in such communications or meetings and the identifies of the speakers and other participants, and the products and instruments affected by such conduct, and the conduct’s effect on Barclays’ profitability; d. A description, based on reasonably accessible information, of the benefits that Barclays received, intended to receive, or may have received, from manipulating LIBOR; e. A description of Barclays’ knowledge, if any, of the alleged inter- bank conspiracy to manipulate U.S. Dollar LIBOR, including Barclays’ knowledge, if any, of other banks, bank employees, and brokers who may have participated or assisted in efforts to manipulate or conspire to manipulate U.S. Dollar LIBOR, and communications relating thereto; f. A description of Barclays’ role or participation, if any, in conduct for which RBS and Deutsche Bank were charged with price-fixing in violation of the Xxxxxxx Act; g. A description of Barclays’ internal compliance policies with respect to U.S. Dollar LIBOR, including policies in effect at the time of the alleged conduct and policies enacted prior to June 27, 2013; h...

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. 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.

Proffers. Seller agrees to comply with all off-Property conditions in the rezoning proffers that may be applicable to the development of the Project (“Proffers”) and to make all monetary contributions required of Seller by the Proffers in a timely manner excepting the proffered contribution for the benefit of the County School System. A complete copy of the Proffers is attached hereto as Exhibit “H” and incorporated herein by reference. Purchaser agrees, at its sole cost and expense, to make the required Proffer contributions required to secure a building permit (the proffered contribution for the benefit of the County School System) only for those Lots purchased by Purchaser hereunder in a timely fashion so as to not impede development of the Project or the issuance of building permits or use permits. Purchaser shall comply with and perform only those requirements and obligations contained in the Proffers that relate to construction on the Lots.

Proffers. Purchaser acknowledges and agrees that Seller has disclosed that the Real Property and the owner of the Real Property is (and shall as a condition of development of the Real Property) be subject to various infrastructure construction (and/or payment in lieu of construction) obligations shown on the Proffers attached hereto as Exhibit C. Subsequent to Settlement, Seller shall have no obligation therefor. Seller acknowledges that Purchaser intends to obtain, prior to the expiration of the Feasibility Study Period, written confirmation from Loudoun County of what Proffers are the obligations of the Property, including what Proffers must be performed to develop the Property with the Purchaser’s Improvements.

Proffers. Except as set forth on SCHEDULE 5.1.N, to Seller's knowledge there are no proffers, development agreements or other restrictions affecting the use or development of the Property, with the exception of the Legal Requirements.

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.