PERFORMANCE MONITORING AND REPORTING Performance indicators
Funding, Services and Reporting The HSP represents warrants and covenants that
(a) the Funding is, and will continue to be, used only to provide the Services in accordance with the terms of this Agreement;
(b) the Services are and will continue to be provided: by persons with the expertise, professional qualifications, licensing and skills necessary to complete their respective tasks; and in compliance with Applicable Law and Applicable Policy; and
(c) every Report is accurate and in full compliance with the provisions of this Agreement, including any particular requirements applicable to the Report and any material change to a Report will be communicated to the Funder immediately.
Safeguards Monitoring and Reporting The Borrower shall do the following or cause the Project Executing Agency to do the following:
Accounting and Reporting The Escrow Agent shall keep and maintain books of accounts and other accounting records of all investments and reinvestments of the Escrow Deposit and shall make available to the PRINCIPALS the quarterly electronic reports (i.e., Balance Sheet, Income Statement, Statement of Earning Assets, Investment Activity Report, and Return on Investment Report) within twenty (20) calendar days from the end of the preceding quarter. An electronic Confirmation of Transaction Report shall likewise be sent upon execution of placement or investment within 5 calendar days from the transaction date. All electronic reports shall be sent through the email address designated by the authorized representatives of the PRINCIPALS. The information in such reports shall be deemed accepted should the PRINCIPALS fail to submit any objection to it in writing to the Escrow Agent within fifteen (15) calendar days from receipt of such reports. After the expiration of which period without any written objection having been submitted, the Escrow Agent shall be released to all items and matters set forth in the reports. Extent of Liability The Escrow Agent shall not look into the veracity, genuineness, or validity of the written instructions it will receive under the provisions of this Agreement, the intention hereof being to assure the immediate release and delivery of the Escrow Deposit under the provisions of this Agreement. The Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings given to it by the other party or by any other person, firm, association or corporation unless they are issued under the terms of this Agreement. It shall, however, obey the order, judgments or decrees of any court or any government instrumentality in the exercise of quasi-judicial functions. In case of such compliance, it shall not be liable by reason thereof to the Alumni or to UP MANILA or to any other person, firm association or corporation, even if, after that, any such other judgment or decree be reversed, modified, annulled, set aside or vacated. The Escrow Agent shall assume no obligation or responsibility other than to make delivery of the Escrow Deposit as herein provided and shall not be bound by any agreement or contract to which it is not a party, whether it has knowledge thereof or not, and this Agreement shall not be altered or amended in any manner without the consent of the Escrow Agent. In the absence of fraud, bad faith, or gross negligence on the part of the Escrow Agent or any person acting in its behalf, the Escrow Agent shall not be liable for any loss or damage to the Escrow Deposit arising out of or in connection with any act done or performed or caused to be done or performed by the Escrow Agent under the terms and conditions of this Agreement, or any instructions issued pursuant hereto, nor shall it be liable for any act or omission made in accordance with this Agreement or concerning any action taken by it in good faith, nor of any mistake of fact of error of judgment acted upon in good faith. In case of force majeure such as typhoons, earthquakes, tidal waves and other similar natural catastrophes or fire, war, insurrections, rebellion, coup d' etat, strikes, lock out, or other similar military, political, or civil disturbances, the Escrow Agent shall not be liable for the non- performance of any of its obligations under this Agreement for reasons directly or indirectly, wholly or partly attributable to any of the preceding. Compliance with Anti-Money Laundering Regulations The PRINCIPALS undertake to comply with the Anti-Money Laundering laws and regulations, including the updating of its records and submission of required validation documents with the Escrow Agent at least once every three (3) years or oftener as may be advised by the Escrow Agent or as may be required by its auditors and regulators. Should the PARENTS fail to comply with the Anti-Money Laundering laws and regulations, including the updating of its records and submission of required validation documents, the Escrow Agent is authorized to terminate the account and release the funds to UP MANILA.
Information and Reporting The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.
Record Keeping and Reporting The Accredited Entity shall ensure that:
Monitoring and Reporting The Programme Operator shall monitor, record and report on progress towards the programme’s outcomes in accordance with the provisions contained in the legal framework. The Programme Operator shall ensure that suitable and sufficient monitoring and reporting arrangements are made with the project promoters in order to enable the Programme Operator and the National Focal Point to meet its obligations to the Donors. When reporting on progress achieved in Annual and Final Programme Reports, the Programme Operator shall disaggregate results achieved as appropriate and in accordance with instructions received from the FMO.
Recordkeeping and Reporting The Subadvisor shall maintain the records and information required by Rule 31a-1 under the 1940 Act described in Schedule B attached hereto, with respect to the Assets of the Series. In addition, the Subadvisor shall maintain such other records relating to the services the Subadvisor provides under this Agreement as may be required in the future by applicable SEC and other applicable rules, and shall retain such information for such times and in such manner as required by applicable rules, including but not limited to Rule 31a-2 under the 1940 Act. The records maintained by the Subadvisor hereunder shall be the property of the Fund and shall be surrendered promptly upon request; subject, however, to the Subadvisor's right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund shall be entitled to make and maintain copies of any records so retained by request.
Basic Financial Information and Reporting (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.
(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.
(c) The Company will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(d) So long as an Investor (with its Affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), the Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.
(e) So long as any Series B Investor (with its Affiliates) owns any shares of Registrable Securities, the Company will furnish to three (3) Investors appointed by Atlas (as designated in writing to the Company)
(i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; provided, however, that after the termination of that certain Consulting Agreement (the "Consulting Agreement") between the Company and Atlas, dated as of April 19, 1999, Investors who are holders of Registrable Securities issued or issuable upon conversion of Series B Stock, or upon exercise of the Warrants, shall only be furnished with balance sheets and statements of income pursuant to this subsection (e).
Withholding and Reporting For any Tax Year (or portion thereof), the Employing Party shall (A) satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations with respect to the issuance, exercise, vesting or settlement of Compensatory Equity Interests and (B) satisfy, or cause to be satisfied, all liabilities for Taxes imposed in connection with such issuance, exercise, vesting or settlement (including the employer portion of any employment taxes); provided that, (x) in the event Compensatory Equity Interests are settled by the corporation that is the issuer or obligor under the Compensatory Equity Interest (the “issuing corporation”) and the issuing corporation is not a member of the same Group as the Employing Party, the issuing corporation shall promptly remit to the Employing Party an amount of cash equal to the amount required to be withheld in respect of any withholding Taxes, and (y) the Employing Party shall not be liable for failure to remit to the applicable Tax Authority any amount required to have been withheld from the recipient of the Compensatory Equity Interest in connection with such issuance, exercise, vesting or settlement, except to the extent that the issuing corporation shall have remitted such amount to the Employing Party. Distributing shall promptly notify Spinco, and Spinco shall promptly notify Distributing, regarding the exercise of any option or the issuance, vesting, exercise or settlement of any other Compensatory Equity Interest to the extent that, as a result of such issuance, exercise, vesting or settlement, any other party may be entitled to a deduction or required to pay any Tax, or such information otherwise may be relevant to the preparation of any Tax Return or payment of any Tax by such other party or parties.
