Heads of Terms Clause Samples
The Heads of Terms clause serves as a preliminary outline of the main commercial and legal points agreed upon by parties before entering into a formal contract. It typically summarizes key aspects such as price, timelines, responsibilities, and any special conditions, providing a framework for the subsequent detailed agreement. By setting out the principal terms in advance, this clause helps ensure that both parties share a mutual understanding of the deal, reducing the risk of misunderstandings or disputes during the negotiation of the final contract.
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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. 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. Model Terms and Conditions
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.
2.2 In order to provide Tynwald Members with the maximum amount of time to consider the Heads of Terms prior to the November sitting, a copy of the Heads of Terms was circulated to Members, by email, on 22 October 2020.
2.3 The Heads of Terms have been built upon the proposal negotiated with Manx Gas Limited and approved by Tynwald, in principle in July 2020.
2.4 A summary of the main points of the Heads of Terms is given below.
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. Introduction and Overview
Heads of Terms a short summary of the main terms of the Lease, usually agreed before a first draft of the Lease is prepared (neither party is obliged to proceed with the Lease at that stage).
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.
Heads of Terms. SCHEDULE 11 Excluded Employees ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature of witness: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Signature of witness: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇▇▇▇ Signature of witness: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature of witness: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Address: ▇/▇ ▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇ Signature of witness: /s/ ▇.▇. ▇▇▇▇▇▇
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.