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Agreement No.17 751 04201 <br /> ability to perform under this Agreement,Grantee shall notify Grantor,in writing,within five(5)calendar days of <br /> determining such litigation or transaction may reasonably be considered to have a material impact on the <br /> Grantee's ability to perform under this Agreement. <br /> 17.5. Effect of Failure to Provide Notice.Failure to provide the notice described in Paragraph 17.4 shall <br /> be grounds for immediate termination of this Agreement and any costs incurred after notice should have been <br /> given shall be disallowed. <br /> ARTICLE XVIII <br /> STRUCTURAL REORGANIZATION <br /> 18.1. Effect of Reorganization.Grantee acknowledges that this Agreement is made by and between <br /> Grantor and Grantee,as Grantee is currently organized and constituted.No promise or undertaking made <br /> hereunder is an assurance that Grantor agrees to continue this Agreement,or any license related thereto,should <br /> Grantee significantly reorganize or otherwise substantially change the character of its corporate structure, <br /> business structure or governance structure.Grantee agrees that it will give Grantor prior notice of any such action <br /> or changes significantly affecting its overall structure and will provide any and all reasonable documentation <br /> necessary for Grantor to review the proposed transaction including financial records and corporate and <br /> shareholder minutes of any corporation which may be involved.This ARTICLE XVIII does not require Grantee to <br /> report on minor changes in the makeup of its governance structure.Nevertheless,PART TWO or PART THREE may <br /> impose further restrictions. Failure to comply with this ARTICLE XVIII shall constitute a material breach of this <br /> Agreement. <br /> ARTICLE XIX <br /> AGREEMENTS WITH OTHER STATE AGENCIES <br /> 19.1. Copies upon Request.Grantee shall,upon request by Grantor,provide Grantor with copies of <br /> contracts or other agreements to which Grantee is a party with any other State agency. <br /> ARTICLE XX <br /> CONFLICT OF INTEREST <br /> 20.1. Required Disclosures.Grantee must immediately disclose in writing any potential or actual <br /> Conflict of Interest to the Grantor. 2 CFR 200.112 and 44 III.Admin.Code 7000.40(b)(3). <br /> 20.2. Prohibited Payments.Grantee agrees that payments made by Grantor under this Agreement will <br /> not be used to compensate,directly or indirectly,any person currently holding an elective office in this State <br /> including,but not limited to,a seat in the General Assembly. In addition,where the Grantee is not an <br /> instrumentality of the State of Illinois,as described in this Paragraph,Grantee agrees that payments made by <br /> Grantor under this Agreement will not be used to compensate,directly or indirectly,any person employed by an <br /> office or agency of the State of Illinois whose annual compensation is in excess of sixty percent(60%)of the <br /> Governor's annual salary,or$106,447.20(30 ILCS 500/50-13).An instrumentality of the State of Illinois includes, <br /> without limitation,State departments,agencies,boards,and State universities. An instrumentality of the State of <br /> Illinois does not include,without limitation,municipalities and units of local government and related entities.2 CFR <br /> 200.64. <br /> 20.3. Request for Exemption.Grantee may request written approval from Grantor for an exemption <br /> from Paragraph 20.2.Grantee acknowledges that Grantor is under no obligation to provide such exemption and <br /> that Grantor may,if an exemption is granted,grant such exemption subject to such additional terms and <br /> conditions as Grantor may require. <br /> State of Illinois <br /> INTERGOVERNMENTAL GRANT AGREEMENT FISCAL YEAR 2018/3 15 17 <br /> Page 19 of 36 <br />