Provision Language
2. PRI Requirements
[…]
(d) Required Reporting
(i) In addition to any and all reports required to be delivered to Adjuvant under the Investment Documents, the Company shall furnish, or cause to be furnished, to Adjuvant and, if requested, the Bill & Melinda Gates Foundation (the “Foundation”), the following reports and certifications (the “PRI Reports”):
(1) within 90 days after the end of each fiscal year of the Company during which Adjuvant owns all or a portion of the Investment, a full and complete financial report relating to the Investment of the type ordinarily required by the Company’s commercial and public investors under similar circumstances, including but not limited to the use of Adjuvant’s funds;
(2) within 90 days after the end of each fiscal year of the Company during the term of the Investment, a report, signed by an officer of the Company, (a) certifying that the requirements of the Investment, as set forth in the Investment Documents (including this Global Health Agreement) were met during the immediately preceding year, and (b) describing the use of the proceeds of the Investment and evaluating the Company’s progress toward achieving the purposes of the Investment, including specifically the Global Health Objectives and the covenants regarding charitable purposes described in Section 2 of this Global Health Agreement, and the activities and the use of the funds towards such purposes;
(3) within 90 days after Adjuvant is no longer an investor in the Company, a final report, signed by an officer of the Company, (a) certifying that the requirements of the Investment, as set forth in the Investment Documents (including this Global Health Agreement) were met during the term of the Investment, (b) describing the material activities of the Company with respect to the Investment and generally the use of proceeds made during the entire period in which the Investment was outstanding, and (c) evaluating the progress toward achieving the purposes of the Investment, including specifically the Global Health Objectives and the covenants regarding charitable purposes described in Section 2 of this Global Health Agreement.
(ii) The Company shall also provide Adjuvant with any other information about the use of funds, activities, operations, and financial condition of the Company as may be reasonably requested by the Adjuvant investment manager, the Foundation or any other PRI investor of Adjuvant and as may be necessary to discharge any expenditure responsibility, within the meaning of Sections 4945(d)(4) and 4945(h) of the Code, including but not limited to the information required to satisfy the applicable PRI reporting requirements.
(e) Maintenance of Charitable Objectives; Events of Default. The Company shall utilize the proceeds of the Investment solely for the purposes set forth in the Investment Documents and, in particular, to advance the purposes and objectives described in Section 2 of this Global Health Agreement and in a manner consistent with the terms and provisions of this Global Health Agreement. If the Company fails to operate in accordance with such purposes or has failed to comply with the provisions of this Global Health Agreement, including the requirements regarding the use of the proceeds of the Investment (an “Event of Non-Compliance”), it shall notify Adjuvant in writing within 30 days of the occurrence of such Event of Non-Compliance and shall describe the steps the Company shall take to rectify the situation within 30 days of the notification. Notwithstanding the foregoing sentence, if Adjuvant believes an Event of Non-Compliance has occurred, it shall notify the Company in writing of such Event of Non-Compliance. Such notification shall clearly specify the basis for Adjuvant’s determination and request that the Company rectify the specified Event of Non-Compliance within 30 days following the date of the notification. Any Event of Non-Compliance that remains uncured for more than 60 days shall be considered an “Event of Default”.
(j) Access to Records. The Company shall maintain books and records adequate to support the information in the PRI Reports and to provide the information ordinarily required by commercial investors under similar circumstances, and the Company shall make such books and records available at reasonable times and under reasonable circumstances for inspection by Adjuvant or its Managing Member. Such books and records shall be maintained and made available to Adjuvant as long as Adjuvant is a shareholder in the Company and for six years after Adjuvant ceases to be a shareholder in the Company. The Company shall meet with Adjuvant and any of its investors or representatives at the sole expense of Adjuvant or such investor, at mutually convenient times at the reasonable request of Adjuvant or the investor, subject to any applicable confidentiality restrictions inter alia to the extent reasonably necessary to monitor compliance with the terms of the Investment and the Environmental, Social and Governance Policies and Practices and Exclusion List, as set forth on Exhibit 2, and the covenants for AML/CFT/UN Security Council Resolutions & Sanctionable Practices, as set forth on Exhibit 3.