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. 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. 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. 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 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. 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. Ohlone College has not made any commitments to any governmental authorities, utility company, school board, church or other religious body, or any homeowner or homeowners’ association, or to any other organization, group or individual, relating to the Property which would impose any obligation on SteelWave, or its successors or assigns, after the commencement of the term of the Ground Lease, to make any contribution of money, dedication of land or grant of easements or rights-of-way or to construct, install or maintain any improvements of a public or private nature on or off the Property.
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. 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. Barclays’ Counsel will meet with Bondholder Plaintiffs’ Counsel at a mutually agreeable time and place to provide, on a schedule to be agreed upon by the parties, the following proffers:
a. a general description of the USD LIBOR-setting process, including but not limited to the individuals and entities involved, the factors considered in determining Barclays’ daily submissions, the BBA’s rules governing the USD LIBOR-setting process, and the nature of the USD LIBOR-setting process;
b. 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 USD 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 identities of the speakers and other participants, and the products and instruments affected by such conduct, and the conduct’s effect on Barclays’ profitability;
c. a description, based on reasonably accessible information, of the benefits, if any, that Barclays received, intended to receive, or may have received, from manipulating LIBOR;
d. a description of Barclays’ knowledge, if any, of the alleged inter-bank conspiracy to manipulate USD 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 USD LIBOR, and communications relating thereto;
e. 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;
f. a description of Barclays’ internal compliance policies, and any BBA compliance policies of which Barclays has knowledge with respect to USD LIBOR, including policies in effect at the time of the alleged conduct and policies enacted prior to June 27, 2013;
