Values and Ethics Sample Clauses

Values and Ethics. In application of the principles enshrined in French Law No. 2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life, and in national and international Conventions, TEHTRIS pursues a demanding ethical policy and strictly condemns fraud, corruption and influence peddling. TEHTRIS will only enter into contracts with like-minded partners. TEHTRIS also prohibits all anti-competitive practices and is committed to social and environmental responsibility. Consequently, the Client undertakes to actively combat all forms of fraud, whether social or economic, and all forms of corruption and influence peddling, whether in the context of relations with a public and/or private agent, at international, national or local level, whether these practices are engaged directly or indirectly. In this respect, the Client certifies that it has not, either directly or indirectly, made or offered and undertakes not to make or offer, promise, give, authorize or accept any payment, gift, promise or any other advantage, for the use or benefit of any other person, where such payment, gift, promise or advantage is or would be intended to influence an act or decision of such person; to induce such person to perform or refrain from performing an act in violation of legal obligations; to obtain an improper advantage; to perform or refrain from performing an act in violation of laws applicable to the activities governed by the Agreement. The Client undertakes to impose on its personnel and any subcontractors the obligations set forth in this Article and to obtain the same undertaking from its subcontractors and co-contractors. In the event of a breach of the foregoing undertakings by the Client, TEHTRIS reserves the right to terminate this Agreement without notice for breach by the Client.
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Values and Ethics. Guidelines for Ethical Conduct in Aboriginal and Xxxxxx Strait Islander Health Research (2003); and i. Ethical Guidelines on the Use of Assisted Reproductive Technology in Clinical Practice and Research (2007); j. Principles for accessing and using publicly funded data for health research (2016) as may be introduced, amended or replaced from time to time by NHMRC;
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Values and Ethics. When Members are confronted with matters of fellow Member ethical behavior, the value and ethics documents should be consulted. The values and ethics of the Cooperative can be found in the Values-Ethics Document located at: xxxx://xxx.xxxxx0xxxxx.xxx/files/Values-Ethics_Document5.pdf and xxxx://xxx.xxxxx0xxxxx.xxx/files/ULU_Finance_Policies Procedures_.pdf There is not any information, including financial records, that is not accessible to every member. The only exception is for records and files that are part of some pending punitive action by the Board, a member committed committee commissioned for said purpose or by some other legal body. Any act or actions by a member that hint a violation of the spirit of “cooperation” and places or might place the Coop at harm may evoke an investigation that could lead to formal process that in extreme cases member expulsion with other punitive actions may result.
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Values and Ethics. Demonstrate a firm understanding of and a commitment to uphold the core values, ethical principles and ethical standards of the social work profession as codified in the NASW Code of Ethics.
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Values and Ethics. Model the ethical and professional behaviour expected of all staff and ensure that the organization’s values become part of the culture.
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Values and Ethics. Demonstrate a beginning understanding of and a commitment to uphold the core values, ethical principles and ethical standards of the social work profession as codified in the NASW Code of Ethics.
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Values and Ethics. The parties encourage and support the concept of academic freedom, recognizing it as a necessary condition to aid in maintaining an environment conducive to learning and the free exchange of ideas and information.
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Values and Ethics. In application of the principles enshrined in Law No. 2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life and in national and international Conventions, TEHTRIS pursues a demanding ethical policy and strictly condemns fraud, corruption and influence peddling. TEHTRIS intends to contract only with Clients who have the same objectives. In addition, TEHTRIS prohibits all anti-competitive practices and is committed to social and environmental responsibility Consequently, the Client undertakes to actively fight against all forms of fraud, whether social or economic, and all forms of corruption and influence peddling, whether in the context of relations with a public and/or private agent, at the international, national or local level, whether these practices are engaged directly or indirectly. In this respect, the Client certifies that he has not, directly or indirectly, made or offered and undertakes not to make or offer, promise, give, authorize or accept any payment, present, promise or any other benefit, for the use or benefit of any other person, where such payment, present, promise or benefit is or would be for the purpose of : • to influence an act or decision of that person; • to induce that person to perform or refrain from performing an act in violation of legal obligations; • to obtain an undue advantage; • do or refrain from doing any act in violation of the laws applicable to the activities governed by the Agreement. The Client undertakes to impose on its employees and any subcontractors the obligations provided for in this article and to ensure that its subcontractors and co-contractors undertake the same. In the event of Client's breach of the foregoing covenants, TEHTRIS reserves the right to terminate this Agreement without notice for Client's default. The Agreement may be terminated immediately and by operation of law, by registered letter with return receipt requested, without further formality in the event of a violation by the Client, or any of its shareholders, of any Sanctions Regulations (hereinafter "Sanctions Regulations") or if the Client or any of its shareholders is directly subject to any Sanctions Regulations. Termination shall take effect on the day following the date of receipt of such notice by the Client, unless another effective date of termination is specified by TEHTRIS to the Client in such notice and without the need for TEHTRIS to put the Client on notice. San...
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Related to Values and Ethics

  • BUSINESS ETHICS During the course of pursuing contracts, and the course of contract performance, Provider will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of HISD, its authorized agents and representatives, or to family members of any of them. At any time Provider believes there may have been a violation of this obligation, Provider shall notify HISD of the possible violation. HISD is entitled to request a representation letter from Provider, its subcontractors or vendors at any time to disclose all things of value passing from Provider, its subcontractors or vendors to HISD’s personnel or its authorized agents and representatives. a. For all contracts in excess of $50,000.00, or which require Board approval, Provider must execute and electronically file Form 1295, which is available at xxxxx://xxx.xxxxxx.xxxxx.xx.

  • Code of Ethics The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent "access persons" (as that term is defined in Rule 17j-1) from violating the code.

  • Ethics No officer, agent or employee of the Board is or shall be employed by Provider or has or shall have a financial interest, directly or indirectly, in this Agreement or the compensation to be paid hereunder except as may be permitted in writing by the Board’s Code of Ethics, adopted May 25, 2011 (11-0525-PO2), as amended from time to time, which policy is hereby incorporated by reference into and made part of this Agreement as if fully set forth herein.

  • Corporate Governance Matters (a) Holdco and Sorin shall take all actions within their power as may be necessary to cause (i) for a period beginning as of the Cyberonics Merger Effective Time and ending on the date of the first annual meeting of the members of Holdco following the completion of the second full fiscal year of Holdco (such period, the “Initial Period”) the number of directors constituting the Holdco board of directors as of the Effective Times to be nine (9) and (ii) the Holdco board of directors during the Initial Period to be composed as follows: (A) four (4) individuals designated by Cyberonics prior to the Closing Date (each, a “Cyberonics Designee”), (B) four individuals designated by Sorin prior to the Closing Date (each, a “Sorin Designee”) and (C) one (1) director mutually agreed to by Sorin and Cyberonics, who shall meet the independence standards of the NASDAQ applicable to non-controlled domestic U.S. issuers. (b) Sorin and Holdco shall take all corporate actions as may be necessary to cause, effective as of the Sorin Merger Effective Time and Cyberonics Merger Effective Time, as the case may be: (i) the Chief Executive Officer of Sorin as of immediately prior to the Sorin Merger Effective Time to serve as the Chief Executive Officer of the Sorin Merger Surviving Company immediately following the Sorin Merger Effective Time until the end of the Initial Period, (ii) the Chief Executive Officer of Cyberonics as of immediately prior to the Cyberonics Merger Effective Time to serve as the Chairman of the Holdco board of directors for the Initial Period, (iii) a Cyberonics Designee to serve as the Chairman of the audit and compensation committees of the Holdco board of directors for the Initial Period, (iv) each committee of the Holdco board of directors to have at least three (3) members and (v) a Sorin Designee to serve as a member of each committee of the Holdco board of directors during the Initial Period. (c) For as long as the Holdco Shares are listed on the NASDAQ, Holdco shall comply with all NASDAQ corporate governance standards set forth in Rule 5600 of the NASDAQ Stock Market Rules applicable to non-controlled domestic U.S. issuers, regardless of whether Holdco is a foreign private issuer. For as long as the Holdco Shares are listed on the LSE, Holdco shall comply with all Listing Rules and any other Laws applicable to it. (d) Prior to the Closing Date, Sorin and Holdco shall procure the passing of resolutions of the shareholders of Holdco providing for the reregistration of Holdco as a public limited company. (e) Subject to applicable Law, Sorin and Cyberonics shall take all requisite action to cause the organizational documents of those entities that will be Subsidiaries of Holdco to be substantially in such form as agreed by Cyberonics and Sorin, effective as of the Cyberonics Merger Effective Time. (f) As promptly as practicable after the Effective Times, the Sorin Merger Surviving Company shall take all requisite action to cause the composition of the board of directors or other governing body of each of the Subsidiaries of the Sorin Merger Surviving Company to reflect representation by directors designated by Cyberonics immediately prior to the Effective Times, on the one hand, and directors designated by Sorin immediately prior to the Effective Times, on the other hand, that is proportionate to the relative representation of directors designated by such party on the Holdco board of directors as of the Effective Times as provided in Section 5.18(a), unless otherwise mutually agreed by Sorin and Cyberonics. (g) The Cyberonics Designees, the Sorin Designees and each of their respective successors on the Holdco board of directors during the first three (3) years following the Effective Times are express third-party beneficiaries of Sections 5.18(a) and 5.18(b).

  • PROCUREMENT ETHICS Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of the State of Utah, or who in any official capacity participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

  • Corporate Governance (a) Prior to the Effective Time, the Board of Directors of NYCB shall take all actions necessary to adopt the NYCB Bylaws Amendment. Effective as of the Holdco Merger Effective Time, and in accordance with the NYCB Bylaws Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Entity and the full Board of Directors of NYCB Bank shall each be twelve (12), of which (i) eight (8) shall be directors of NYCB immediately prior to the Effective Time, which shall include the Chief Executive Officer of NYCB immediately prior to the Effective Time, Xxxxxx Xxxx, Xxxxx Xxxxx, who shall serve as the Presiding Director, and such other directors as determined by NYCB and (ii) four (4) shall be directors of Flagstar immediately prior to the Effective Time (the “Flagstar Designated Directors”), which shall include the Chief Executive Officer of Flagstar immediately prior to the Effective Time, who shall serve as the non-Executive Chairman of the Board of Directors of each of the Surviving Entity and the Board of Directors of NYCB Bank, Xxxxx Xxxxxxxxx, who shall serve as the Risk Assessment Committee Chairman of the Surviving Entity and such other directors as mutually agreed to by Flagstar and NYCB, who shall be independent of NYCB in accordance with applicable stock exchange standards. (b) At the Effective Time, NYCB shall invite all directors of Flagstar immediately prior to the Effective Time other than the Flagstar Designated Directors to become members of an Advisory Board of NYCB (the “Advisory Board”), and shall cause all such individuals who accept such invitation to be elected or appointed for a two (2)-year term as members of the Advisory Board. Such members of the Advisory Board will serve on the Advisory Board until the second (2nd) anniversary of the Closing Date or until their respective earlier death or resignation, during which period such members will each receive quarterly compensation of $10,000 per quarter served. The Chief Executive Officer of NYCB shall meet with the Advisory Board at least one time per quarter during the two (2) year period beginning on the Closing Date. (c) Effective as of the Effective Time, the Board of Directors of NYCB shall take such actions as are necessary and appropriate to adopt the lending policies and procedures of Flagstar that were in effect immediately prior to the Closing with respect to the acquired Flagstar operations as the lending policies and procedures for such acquired Flagstar operations.

  • ETHICAL CONDUCT Seller's employees shall comply with the BorgWarner Supplier Code of Conduct articulated within the BorgWarner Supplier Manual. Compliance with these standards is a mandatory component of Buyer's purchase contracts worldwide and must also apply to Seller subcontractors. Both, the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual are incorporated by reference as part of the Purchase Order, are binding on the Seller, and Seller explicitly verifies to have read and accepted the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual.

  • Disclosure to Executive Company has and will disclose to Executive, or place Executive in a position to have access to or develop, Confidential Information and Work Product of Company (or its affiliates); and/or has and will entrust Executive with business opportunities of Company (or its affiliates); and/or has and will place Executive in a position to develop business good will on behalf of Company (or its affiliates). Executive agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of Company (or its affiliates).

  • Code of Conduct The rules, procedures and restrictions concerning the conduct of ISO Directors and employees contained in Attachment F to the ISO Open Access Transmission Tariff.

  • Business Conduct Merger Sub was formed on December 3, 2020. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

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