Heads of Terms. The Company and Parent shall cooperate (and the Company shall cause Time Inc. (UK) Ltd. and International Publishing Corporation Limited to cooperate) in good faith to negotiate and finalize a mutually acceptable amendment to the Deed of Guarantee in connection with the sale of Time Inc. (UK) Ltd. as soon as practicable after the date of this Agreement (the “Company Heads of Terms”, and collectively with the Parent Heads of Terms, the “Heads of Terms”). The Company shall not (and the Company shall cause Time Inc. (UK) Ltd. and International Publishing Corporation Limited not to) (a) enter into the Company Heads of Terms or any other amendment to the Deed of Guarantee or (b) make (or agree to make) any contributions into the IPC Media Pension Scheme (other than as already required by the Deed of Guarantee as currently in effect), in each case of clause (a) and (b) without Parent’s prior consent. The Company shall use its commercially reasonable efforts and cooperate in good faith with Parent in connection with implementing the Heads of Terms once executed in accordance with their terms, including with respect to obtaining clearance of the UK Pensions Regulator for the sale of Time Inc. (UK) Ltd by the Company and the negotiation of all definitive agreements contemplated by the Heads of Terms. Once executed in accordance with the requirements of this Section 6.3, the Company shall not amend either Heads of Terms or agree to the waiver or amendment of any of the terms of either Heads of Terms, and shall not enter into any amendment to the Deed of Guarantee or other definitive agreement in connection with the Heads of Terms, in each case without Parent’s prior consent. Parent and Purchaser acknowledge and agree that their respective obligations hereunder are not in any way conditioned upon completion of the matters contemplated by either Heads of Terms.
Heads of Terms. Model Terms and Conditions
Heads of Terms. This section sets out the key principles of the new Group structure and governance arrangements, to which the Council’s agreement is sought, both as a member of Magenta Living and under the Transfer Agreement for the transfer of the Council’s housing stock to Magenta Living.
(a) Changes to Magenta Living’s Articles of Association to make it a subsidiary in the new ‘New Magenta Housing Group’
(b) Appointment of the Group board
(c) Other changes to Magenta Living’s Articles of Association
Heads of Terms. The Parties will work on the matters set out below; and in particular will take into account the following commercial considerations and discussions: Veolia and SELCHP Ltd Veolia is the company responsible for the Operation and Maintenance of the South East London Combined Heat and Power Ltd (“SELCHP”) Energy from Waste facility. Veolia’s ultimate parent company is also a majority owner of SELCHP. SELCHP uses the services of Veolia for the management of a number of support activities including commercial development work. General context o The Government’s Clean Growth Strategy identifies building and extending heat networks as having a significant contribution to make in achieving low carbon heating. o The Draft London Environment Strategy states that “Energy efficient buildings and local energy generation will reduce carbon dioxide emissions and improve air quality; recycling and generating energy from waste will help reduce pressure on resources and landfill.” o The Draft London Plan states that development proposals should set out how they intend to “reduce carbon dioxide emissions through the use of zero or low-emission decentralised energy where feasible, prioritising connection to district heating and cooling networks and utilising local secondary heat sources”. o Lewisham’s Sustainable Community Strategy 2008-2020 states that it aims to “Work alongside the South East London Combined Heat and Power plant to progress sustainable measures for heating and powering local developments” o Veolia and SELCHP aim to support growth of its District Heating Network and supply new developments and customers with more heat, under viable commercial conditions. o Another round of the Government’s Heat Network Investment Programme funding is expected to open for applications in 2018 and Veolia and Lewisham are interested in securing funding to support a common development project. Veolia and Xxxxxxxx wish to work together to develop: o A first short-term scope ("phase 1"), whose aim would be to achieve the installation of a primary network route in the ground to connect to the Convoys Wharf development, and also the nearby Timber Yard development if this is commercially and technically feasible. o The following chart shows Veolia’s current (technically underpinned) view of the best and most feasible route to Convoys’ Wharf delivery point: o Long term plan ("phase 2") covers Lewisham goals of a much more extensive network with connections to smaller loads, but ...
Heads of Terms. SCHEDULE 11 Excluded Employees Xxxxxx Xxxxxxxx Xxxxx Xxxxxx Executed and delivered as a Deed ) on the date hereof by ) BEST BUY DISTRIBUTIONS LIMITED ) acting by a director ) in the presence of: ) Director: /s/ XXXXX X. XXXXXX Signature of witness: /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Address: 0000 Xxxx. Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Occupation: SVP Executed and delivered as a Deed ) on the date hereof by ) BEST BUY UK HOLDINGS LP ) acting by: ) NEW CPWM LIMITED, General Partner ) acting by a director ) in the presence of: ) Director: /s/ XXXX X. XXXXXXX Signature of witness: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Address: 0000 Xxxx. Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Occupation: Senior Corporate Counsel Executed and delivered as a Deed ) on the date hereof by ) BEST BUY CO., INC ) acting by an authorized signatory ) in the presence of: ) Director: /s/ XXXXXX XXXX Signature of witness: /s/ XXXXXX XXXXXXXX Name: Xxxxxx XxXxxxxx Address: 0000 Xxxx. Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Occupation: CFO Executed and delivered as a Deed ) on the date hereof by ) NEW BBED LIMITED ) acting by a director ) in the presence of: ) Director: /s/ XXXXXX XXXXXXXX Signature of witness: /s/ XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Address: x/x XXX, 0 Xxxxxx Xxx Xxxxxx X0 0XX, XX Occupation: Solicitor Executed and delivered as a Deed ) on the date hereof by ) CARPHONE WAREHOUSE GROUP PLC ) acting by a director ) in the presence of: ) Director: /s/ XXXXX XXXXXX Signature of witness: /s/ X.X. XXXXXX
Heads of Terms. The following heads of terms have been agreed between the Authorities to be expanded to become the Post Contract Authority Agreement to be negotiated and entered into in accordance with the provisions of this agreement. These heads of terms are intended to explain in plain language the intentions and roles of the Authorities.
Heads of Terms. Pre-application stage and application preparation Heads of Terms to be agreed and signed. Design-development and preparation of AMSC application submission. Bi-monthly updates to assigned working group members
Heads of Terms. Parties:
Heads of Terms. The SDA will contain detailed drafting in respect of those step-in rights insofar as relating to third party contracts and the scope of the CEC’s rights and obligations in respect of such step-in (having regard to the materiality of third party contracts. EICC shall use reasonable endeavours to procure step-in rights for CEC or its nominee in all core third party contracts and will obtain CEC approval to any core contracts which do not include such step-in rights.). In the event of step-in the CEC will step-in to all core contracts and use reasonable endeavours to step-in to all non-core contracts related to the Hotel.
