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. 4.2 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.
Heads of Terms. 2.1 The Department has worked extensively with Manx Gas Limited to agree these Heads of Terms for a possible new voluntary regulatory agreement (“the Proposed Agreement”). A copy of the full Heads of Terms is included as Appendix 1.
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. Prior to participating in the DSR Mechanism on behalf of the Eligible DMC, the relevant Shipper and Gas Consumer (in some case through the Supplier) may consider entering into a DSR Service Agreement which may set out standardised Heads of Terms which define; arrangements for Agreement that the Registered User (Shipper) tomay post DSR Offers on behalf of the Gas Consumer, for the Eligible DMC onto the OCM - [Locational] platform; iInformation and communication arrangements links and timings of communications; cCommercial/fFinancial settlement arrangements; and lLiabilities for non-compliance arrangements. the DSR Service; Service fees; Liabilities; and
Heads of Terms. As outlined above the intent behind the creation of such an agreement is a strong desire for closer working between the two organisations with the explicit aim of improving outcomes and the experience for the patients we serve, maximising the use of scare health care resource and creating an environment of cooperation that enables our staff to work constructively across the two organisations. This agreement is made in furtherance of the principles of cooperation and competition and nothing contained herein is intended to contravene those principles. The Trusts are committed to developing this agreement in an open and transparent manner and as such has been shared with our host commissioner, presented to both Boards in public and is posted on the website of both partner organisations.
Heads of Terms. Term. In order to minimise the impact and costs of the changes to land Tax and Stamp Duty legislation, the length of the agreement will be six years. Tie There is a tie for all Beers, ciders and Fabs, which must be bought from XxXxxxxx & Sons Limited or its nominated supplier, on the terms set out in the relevant price list. There is no minimum purchase obligation and although the Company would like you to buy the following from us, you are free to purchase all wines, spirits and soft drinks and other goods for resale, from any supplier. Assignment or sub letting. This is not permitted.
Heads of Terms. Introduction and Overview Staffordshire County Council (SCC) and Staffordshire and Stoke on Trent Partnership Trust (the Partnership Trust) (together the Partners) have agreed to enter into a partnership arrangement pursuant to Section 75 of the NHS Act 2006 (the Agreement) under which the Council will delegate it’s functions to assess, commission, co-ordinate, manage and provide direct adult social care services for older people and those adults with physical disabilities or sensory impairment to the Trust, as described in the list of functions annexed to these Heads of Terms (“the Council’s Health Related Functions”). The Partners have agreed that those functions of the Council that relate to commissioning, assessment and the provision of related social care services to persons with a mental health and learning disabilities are outside the scope of these arrangements. Excluding overheads, the value of the services is approximately £150 million in Year 1 being made up in around £80 million in contracts, £30 million in staff costs and the remainder in the form of support services. The following draft Heads of Terms (HoT) have been prepared for formal approval by the Cabinet and the Trust Board in December 2011. The Agreement is currently being drafted and will be informed by these HoT and the more detailed instructions of the Partners with a substantive version of the Agreement proposed for 18 January 2012. The Partners have agreed that the long stop date for the completion of the Agreement shall be the 31st March 2012 unless otherwise extended by agreement (in writing).
