THE MASTER AGREEMENT. 8.1 Except as expressly provided in this Agreement the Master Agreement shall continue in full force and effect.
THE MASTER AGREEMENT. 8.1 Except as expressly provided in this Agreement the Master Agreement shall continue in full force and effect.
8.2 Clause 62 of the Master Agreement does not apply to the Academy and shall be replaced with the following clause 62:
THE MASTER AGREEMENT. 9.1.1 Except as expressly provided in this Agreement the Master Agreement shall continue in full force and effect.
9.1.2 For the purposes of this Agreement, clauses 20A) and 63 of the Master Agreement shall not apply.
THE MASTER AGREEMENT. 8.1 Clause 62 of Schedule 2 to the Master Agreement shall not apply in respect of the Academy. The Secretary of State shall meet a proportion of the Company’s costs arising from the inclusion of Academies in the Schedules to the Redundancy Payments (Continuity of Employment in Local Government) (Modification) Order 1999. The Secretary of State shall meet the costs of the employee’s prior eligible service, being service prior to the opening of the Academy, and the Company will meet the costs of service after the opening of the Academy. The Company shall seek the Secretary of State’s consent for these redundancies, such consent not to be unreasonably withheld, before committing to the redundancies.
8.2 Except as expressly provided in this Agreement the Master Agreement shall continue in full force and effect.
THE MASTER AGREEMENT. 8.1 Except as expressly provided in this Agreement the Master Agreement shall continue in full force and effect.
8.2 The wording in clause 10 in the Master Agreement is deleted replaced with the following wording for the purpose of this Agreement; “Section 1(3) of the Academies Act 2010 states that - An Academy agreement is an agreement between the Secretary of State and the other party under which-
(a) the other party gives the undertakings in subsection (5), and
(b) the Secretary of State agrees to make payments to the other party in consideration of those undertakings.”
8.3 The wording in clause 11 in the Master Agreement is replaced with the following wording for the purpose of this Agreement; “In consideration of the Company undertaking to establish and maintain, and to carry on or provide for the carrying on of, of a number of independent schools in England specially organised to make special educational provision for pupils with SEN (“the Special Academies”) or having the characteristics referred to in clause 13 (“the Mainstream Academies”), the Secretary of State agrees to make payments to the Company in accordance with the conditions and requirements set out in this Agreement and Supplemental Agreements. If it is agreed between the Secretary of State and the Company that the Company will establish and maintain, and to carry on or provide for the carrying on of an Academy, the parties will enter into a Supplemental Agreement in relation to that Academy. For the avoidance of doubt, any obligations imposed upon or powers given to an Academy by this Agreement or any Supplemental Agreement are also imposed upon the Company.”
8.4 For the purpose of this Agreement clause 12 of the Master Agreement does not apply.
8.5 The wording in Clause 13 in the Master Agreement is replaced with the following wording for the purpose of this Agreement; “The characteristics of a Mainstream Academy are as set down in Section 1A(1) of the Academies Act 2010:
THE MASTER AGREEMENT. 2.1 This CSA is entered into pursuant to, incorporates by reference and is governed by the Master Agreement reference OECM-2019-355-02.
2.2 All terms and conditions of the Master Agreement apply with the appropriate modifications to this CSA. In the event of a conflict or inconsistency between this CSA and the Master Agreement, the Master Agreement shall govern (unless the Master Agreement provides otherwise) provided that the Rates payable pursuant to a Customer-Supplier Agreement executed by the Supplier and a Customer may be less than the Rates set out in the Master Agreement.
THE MASTER AGREEMENT. 8.1 Except as expressly provided in this Agreement the Master Agreement shall continue in full force and effect.
8.2 [The Initial Five Year Term for the Academy shall end on 31 August 2018.]
THE MASTER AGREEMENT is fully integrated and represents the entire understanding between the Parties. The Master Agreement may be modified or amended only by written instruments signed by both Parties. Unless explicitly stated in the Master Agreement, nothing contained in the Master Agreement is intended to benefit any third party. The Master Agreement shall be deemed to have been drafted by both Parties and any ambiguities in the construction of the Master Agreement shall not be construed solely against the Board.
THE MASTER AGREEMENT. On 30 March 2021, the Company and Toray entered into the Master Agreement in relation to the sale of fabrics manufactured or owned by the Group to the Toray Group. The principal terms of the Master Agreement are set out below: Date 30 March 2021 Parties (i) the Company; and (ii) Toray Nature of transactions Pursuant to the Master Agreement, the Group and the Toray Group shall enter into the transactions relating to the sale of fabrics manufactured or owned by the Group to the Toray Group. The sale shall be conducted on normal commercial terms and subject to and upon the terms and conditions contained in the purchase orders to be agreed between the relevant parties. The purchase orders will set out, among other things, the type and specification of the fabrics, quantity, price, payment terms, delivery date, shipping terms, etc.. Term and termination The term of the Master Agreement commences on 1 April 2021 and continues until 31 March 2024, which will be automatically renewed for a further term of three years subject to compliance by the Company with any applicable requirements under the Listing Rules. The Master Agreement may be terminated at any time by either party after giving three months’ prior written notice to the other party. Pricing policy The prices for the fabrics will be determined among the parties from time to time on an arm’s length basis and comparable to the prevailing market rates or at rates similar to those offered by the Group to independent third parties. The standard price of fabrics of the Group is determined by reference to the Group’s cost of raw materials, knitting method and technique required for the fabrics, specifications of products (including elasticity, colors, etc.) and other relevant production costs. The final price for each transaction may be negotiated based on further detailed product requirements or specifications, quantity, weight, lead time, prevailing market conditions etc. subject to the incorporation of a reasonable profit margin. For the six months ended 31 March 2019, the year ended 31 March 2020 and the year ending 31 March 2021, the aggregate sales of fabrics from the Group to the Toray Group amounted to approximately HK$17 million (audited), HK$47 million (audited) for 2019 and 2020 respectively and estimated to be approximately HK$36 million for 2021 (subject to audit).
THE MASTER AGREEMENT. 19.1 Nothing in this Agreement shall be nor shall it be deemed to be a condition, warranty, representation, covenant, undertaking and/or indemnity given by any of the Sellers and P&G plc either in relation to any of the Sellers' and P&G plc's title to the UK Assets and the UK Assets and/or the UK Business or of whatever nature or howsoever arising whether implied or expressly given whether arising by operation of law or otherwise and accordingly, except as specifically set out in section 3.1 of the Master Agreement, all conditions and warranties implied by law in relation to any of the UK Assets and the UK Business are excluded under this Agreement.
19.2 Nothing in this Agreement shall be deemed to be an extension or variation of any of the warranties, representations, covenants, undertakings and/or indemnities given by any of the Sellers and P&G plc as set out in the Master Agreement.
19.3 Notwithstanding anything herein to the contrary, each party's sole and exclusive remedy against any other party for any breach of a representation, warranty, covenant or other obligation made in or imposed by this Agreement, or otherwise in connection with the transfer of the UK Business or the other transactions contemplated hereunder, shall be a claim for indemnification under Section 9.14 of the Master Agreement, subject to all of the limitations of Section 9.14 of the Master Agreement, including under Section 9.14(C) of the Master Agreement.
