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Docusign Envelope ID:66D49F3C-3724-802E-81 D1-F5BOD633F6F8 <br /> ARTICLE XIV <br /> NOTICE OF CHANGE <br /> 14.1. Notice of Change.Grantee must notify Grantor if there is a change in Grantee's legal status, FEIN, <br /> UEI,SAM registration status,Related Parties,senior management(for non-governmental grantees only)or <br /> address. If the change is anticipated,Grantee must give thirty(30)days'prior written notice to Grantor.If the <br /> change is unanticipated,Grantee must give notice as soon as practicable thereafter. Grantor reserves the right to <br /> take any and all appropriate action as a result of such change(s). <br /> 14.2. Failure to Provide Notification.To the extent permitted by Illinois law(see Paragraph 21.2), <br /> Grantee must hold harmless Grantor for any acts or omissions of Grantor resulting from Grantee's failure to <br /> notify Grantor as required by Paragraph 15.1. <br /> 14.3. Notice of Impact.Grantee must notify Grantor in writing of any event,including,by not limited <br /> to,becoming a party to litigation,an investigation,or transaction that may have a material impact on Grantee's <br /> ability to perform under this Agreement.Grantee must provide notice to Grantor as soon as possible,but no later <br /> than five(5)days after Grantee becomes aware that the event may have a material impact, <br /> 14.4. Effect of Failure to Provide Notice. Failure to provide the notice described in this ARTICLE is <br /> grounds for termination of this Agreement and any costs incurred after the date notice should have been given <br /> may be disallowed. <br /> ARTICLE XV <br /> STRUCTURAL REORGANIZATION AND RECONSTITUTION OF BOARD MEMBERSHIP <br /> 15.1. Effect of Reorganization.This Agreement is made by and between Grantor and Grantee,as <br /> Grantee is currently organized and constituted.Grantor does not agree to continue this Agreement,or any license <br /> related thereto,should Grantee significantly reorganize or otherwise substantially change the character of its <br /> corporate structure,business structure or governance structure.Grantee must give Grantor prior notice of any <br /> such action or changes significantly affecting its overall structure or,for non-governmental grantees only, <br /> management makeup(for example,a merger or a corporate restructuring),and must provide all reasonable <br /> documentation necessary for Grantor to review the proposed transaction including financial records and <br /> corporate and shareholder minutes of any corporation which may be involved.Grantor reserves the right to <br /> terminate the Agreement based on whether the newly organized entity is able to carry out the requirements of <br /> 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 XVI <br /> CONFLICT OF INTEREST <br /> 16.1. Required Disclosures.Grantee must immediately disclose in writing any potential or actual <br /> Conflict of Interest to Grantor. 2 CFR 200.112;30 ILCS 708/35. <br /> 16.2. Prohibited Payments.Payments made by Grantor under this Agreement must not be used by <br /> Grantee to compensate,directly or indirectly,any person currently holding an elective office in this State <br /> State of Illinois <br /> GRANT AGREEMENT FISCAL YEAR 2027 <br /> Page 18 of 29 <br />