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Agreement No.20262017 <br /> 15.3. 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 /> 15.4. 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 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 <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 XVII <br /> CONFLICT OF INTEREST <br /> 17.1. 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 /> 17.2. 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 /> including, but not limited to,a seat in the General Assembly. In addition,where Grantee is not an <br /> instrumentality of the State of Illinois,as described in this Paragraph,Grantee must request permission from <br /> Grantor to compensate,directly or indirectly,any officer or any person employed by an office or agency of the <br /> State of Illinois. An instrumentality of the State of Illinois includes,without limitation,State departments, <br /> 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 <br /> from Paragraph 17.2.Grantee acknowledges that Grantor is under no obligation to provide such exemption and <br /> that Grantor may grant an such exemption subject to additional terms and conditions as Grantor may require. <br /> ARTICLE XVIII <br /> EQUIPMENT OR PROPERTY <br /> State of Illinois <br /> GRANT AGREEMENT FISCAL YEAR 2026 <br /> Page 21 of 33 <br />