Records, Audits and Reports The Company shall maintain at its principal office the Company’s records and accounts of all operations and expenditures of the Company including the following:
9.1 A current list in alphabetical order of the full name and last known business or resident address of the Member, together with the Capital Contribution and the share in profits and losses of the Member;
9.2 A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed;
9.3 Copies of the Company’s Federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years;
9.4 Copies of this Agreement and any amendments thereto together with any powers of attorney pursuant to which any written accounting or any amendments thereto were executed;
9.5 Copies of any financial statements of the Company, if any, for the six most recent years; and
9.6 The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four fiscal years.
Records and Reporting 6.1. WHO shall, in accordance with its regulations, rules, policies and procedures, maintain books, records, documents and other evidence in accordance with its usual accounting procedures to substantiate sufficiently the use of the Trust Fund funds transferred to it.
6.2. WHO shall provide the following financial information to the Facility Executive Board, through the Bank, prepared in accordance with the accounting and reporting procedures of WHO and provided in a form and means agreed upon with the Bank:
(a) Within thirty (30) calendar days after June 30 of each year, an annual unaudited financial report for the activities for which the Allocation to WHO was made;
(b) Within thirty (30) calendar days after June 30 of each year, an annual unaudited financial report of the Funding Account;
(c) Within six (6) months after the Closing Date (or within six (6) months after termination of this Agreement, if earlier), a final unaudited financial report of the Funding Account, certified by WHO’s Comptroller (or equivalent); and
(d) Such other periodic financial reports for the activities for which the Allocation to WHO was made, as may be agreed upon by the Bank and the Facility Executive Board following consultation with WHO.
6.3. Unless the Bank and WHO agree otherwise, all financial reports provided under this Agreement shall be expressed in United States dollars.
6.4. WHO shall provide the Facility Executive Board, through the Bank, with progress reports for activities funded with Trust Fund funds as follows:
(a) Within thirty (30) calendar days after June 30 of each year, an annual report on the progress of the implementation of the activities for which the Allocation to WHO was made, with reference to the results framework for the Trust Fund agreed between the Bank and the Donors as well as with the results framework for the activities for which such Allocation was approved; and
(b) Within six (6) months following the completion of the activities for which the Allocation to WHO was made, the Closing Date, or termination of this Agreement, whichever is earlier, a final report on the implementation of such activities.
6.5. WHO shall provide the Bank with a list containing the names and signatures of the authorized officers of WHO (each, an “Authorized Signatory”), substantially in the form attached to this Agreement as ▇▇▇▇▇ ▇ (Form of Authorized Signatory Letter), as such list shall be revised from time to time as necessary and kept current at all times.
Records and Reports The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA.
a. The records kept by the contractor shall document the following:
(1) The number and work hours of minority and non- minority group members and women employed in each work classification on the project;
(2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and
(3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women;
b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non-minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July.
Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.
Books Records Accounting and Reports Section 8.1 Records and Accounting 74 Section 8.2 Fiscal Year 74 Section 8.3 Reports 74