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Agreement No.25-0378-3192301 <br /> NOTICE OF CHANGE <br /> 15.1. Notice of Chanoe. Grantee must notify Grantor if there is a change in Grantee's legal status, FEIN, UEI, <br /> SAM registration status, Related Parties, senior management(for non-governmental grantees only)or address. If the <br /> change is anticipated, Grantee must give thirty (30) days' prior written notice to Grantor. If the change is unanticipated, <br /> Grantee must give notice as soon as practicable thereafter. Grantor reserves the right to take any and all appropriate <br /> action as a result of such change(s). <br /> 15.2. Failure to Provide Notification. To the extent permitted by Illinois law(see Paragraph 21.2), Grantee must <br /> hold harmless Grantor for any acts or omissions of Grantor resulting from Grantee's failure to notify Grantor as required by <br /> Paragraph 15.1. <br /> 15.3. Notice of Impact. Grantee must notify Grantor in writing of any event, including, by not limited to, becoming <br /> a party to litigation, an investigation, or transaction that may have a material impact on Grantee's ability to perform under <br /> this Agreement. Grantee must provide notice to Grantor as soon as possible, but no later than five(5) days after Grantee <br /> becomes aware that the event may have a material impact. <br /> 15.4. Effect of Failure to Provide Notice. Failure to provide the notice described in this ARTICLE is grounds for <br /> termination of this Agreement and any costs incurred after the date notice should have been given may be disallowed. <br /> ARTICLE XVI <br /> STRUCTURAL REORGANIZATION AND RECONSTITUTION OF BOARD MEMBERSHIP <br /> 16.1. Effect of Reorganization. This Agreement is made by and between Grantor and Grantee, as Grantee is <br /> currently organized and constituted. Grantor does not agree to continue this Agreement, or any license related thereto, <br /> should Grantee significantly reorganize or otherwise substantially change the character of its corporate structure, business <br /> structure or governance structure. Grantee must give Grantor prior notice of any such action or changes significantly <br /> affecting its overall structure or, for non-governmental grantees only, management makeup(for example, a merger or a <br /> corporate restructuring), and must provide all reasonable documentation necessary for Grantor to review the proposed <br /> transaction including financial records and corporate and shareholder minutes of any corporation which may be involved. <br /> Grantor reserves the right to terminate the Agreement based on whether the newly organized entity is able to carry out the <br /> requirements of the Award. This ARTICLE does not require Grantee to report on minor changes in the makeup of its board <br /> membership or governance structure, as applicable. Nevertheless, PART TWO or PART THREE may impose further <br /> restrictions. Failure to comply with this ARTICLE constitutes a material breach of this Agreement. <br /> ARTICLE XVII <br /> CONFLICT OF INTEREST <br /> 17.1. Required Disclosures. Grantee must immediately disclose in writing any potential or actual Conflict of <br /> Interest to Grantor. 2 CFR 200.113; 30 ILCS 708/35. 1.1. <br /> 17.2. Prohibited Payments. Payments made by Grantor under this Agreement must not be used by Grantee to <br /> compensate, directly or indirectly, any person currently holding an elective office in this State including, but not limited to, a <br /> seat in the General Assembly. In addition,where Grantee is not an instrumentality of the State of Illinois, as described in <br /> this Paragraph, Grantee must request permission from Grantor to compensate, directly or indirectly, any person employed <br /> by an office or agency of the State of Illinois. An instrumentality of the State of Illinois includes, without limitation, State <br /> departments, agencies, boards, and State universities. An instrumentality of the State of Illinois does not include, without <br /> limitation, units of Local Government and related entities. <br /> 17.3. Request for Exemption. Grantee may request written approval from Grantor for an exemption from <br /> Paragraph 17.2. Grantee acknowledges that Grantor is under no obligation to provide such exemption and that Grantor <br /> may grant an such exemption subject to additional terms and conditions as Grantor may require. <br /> State of Illinois <br /> GRANT AGREEMENT FISCAL YEAR 2025 <br /> Page 19 of 32 <br />