Common use of Heads of Terms Clause in Contracts

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.