Governance. (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement.
(b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.
Governance. (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:
(1) that set out one or more codes of conduct for, and that identify, the ethical responsibilities for all persons at all levels of the HSP’s organization;
(2) to ensure the ongoing effective functioning of the HSP;
(3) for effective and appropriate decision-making;
(4) for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest;
(5) for the prudent and effective management of the Funding;
(6) to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Act and the Enabling Legislation;
(7) to enable the preparation, approval and delivery of all Reports;
(8) to address complaints about the provision of Services, the management or governance of the HSP; and
(9) to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement.
(b) The HSP represents and warrants that it:
(1) has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO;
(2) will take all reasonable care to ensure that its CEO complies with the Performance Agreement; and
(3) will enforce the HSP’s rights under the Performance Agreement.
Governance. Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and
Governance. SAP acts as a Processor and Customer and those entities that it permits to use the Cloud Service act as Controllers under the DPA. Customer acts as a single point of contact and is solely responsible for obtaining any relevant authorizations, consents and permissions for the processing of Personal Data in accordance with this DPA, including, where applicable approval by Controllers to use SAP as a Processor. Where authorizations, consent, instructions or permissions are provided by Customer these are provided not only on behalf of the Customer but also on behalf of any other Controller using the Cloud Service. Where SAP informs or gives notice to Customer, such information or notice is deemed received by those Controllers permitted by Customer to use the Cloud Service and it is Customer’s responsibility to forward such information and notices to the relevant Controllers.
Governance. This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order:
Governance. This Agreement shall be governed by the laws of the State of Tennessee. Any dispute arising out of this Agreement shall be resolved, at the Company’s sole option, by courts sitting in Nashville, Tennessee, and you waive any objection to such venue.
Governance. OSSTF-EW shall be a separate division within the Trust and accounted for separately.
Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and it has full power, authority and legal right to enter into and perform this Agreement;
Governance. The Hospital represents, warrants and covenants that it will follow good governance practices comparable to those set out in the Ontario Hospital Association’s Governance Centre of Excellence’s “Guide to Good Governance” as it may be amended; will undertake an accreditation process which will include a review of its governance practices; and will promptly remedy any deficiencies that are identified during that accreditation process.
Governance. The Recipient represents, warrants, and covenants that it has, will maintain in writing, and will follow:
(a) a code of conduct and ethical responsibilities for all persons at all levels of the Recipient’s organization;
(b) procedures to enable the Recipient’s ongoing effective functioning;
(c) decision-making mechanisms for the Recipient;
(d) procedures to enable the Recipient to manage Funds prudently and effectively;
(e) procedures to enable the Recipient to complete the Project successfully;
(f) procedures to enable the Recipient to identify risks to the completion of the Project and strategies to address the identified risks, all in a timely manner;
(g) procedures to enable the preparation and submission of all Reports required pursuant to Article A7.0; and
(h) procedures to enable the Recipient to address such other matters as the Recipient considers necessary to enable the Recipient to carry out its obligations under the Agreement.
