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Agreement No.4724 <br /> ARTICLE XVII <br /> SUBCONTRACTS/SUB-GRANTS <br /> 17.1. Sub-recipients/Delegation. Grantee may not subcontract nor sub-grant any portion of this <br /> Agreement nor delegate any duties hereunder without Prior Approval of Grantor.The requirement for Prior <br /> Approval is satisfied if the subcontractor or sub-grantee has been identified in the Uniform Grant Application,such <br /> as,without limitation,a Project Description, and Grantor has approved. <br /> 17.2. Application of Terms. Grantee shall advise any sub-grantee of funds awarded through this <br /> Agreement of the requirements imposed on them by Federal and State laws and regulations,and the provisions of <br /> this Agreement. <br /> ARTICLE XVIII <br /> NOTICE OF CHANGE <br /> 18.1. Notice of Change.Grantee shall notify the Grantor if there is a change in Grantee's legal status, <br /> Federal employer identification number(FEIN), DUNS number,SAM registration or the state equivalent <br /> registration status, Related Parties,senior management,or address.See 30 ILCS 708/60(a). If the change is <br /> anticipated,Grantee shall give thirty(30)days'prior written notice to Grantor. If the change is unanticipated, <br /> Grantee shall give notice as soon as practicable thereafter. Grantor reserves the right to take any and all <br /> appropriate action as a result of such change(s). <br /> 18.2. Failure to Provide Notification.Grantee shall hold harmless Grantor for any acts or omissions of <br /> Grantor resulting from Grantee's failure to notify Grantor of these changes. <br /> 18.3. Notice of Impact.Grantee shall immediately notify Grantor of any event that may have a material <br /> impact on Grantee's ability to perform this Agreement. <br /> 18.4. Circumstances Affecting Performance: Notice. In the event Grantee becomes a party to any <br /> litigation, investigation or transaction that may reasonably be considered to have a material impact on Grantee's <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 /> 18.5. Effect of Failure to Provide Notice. Failure to provide the notice described in Paragraph 18.4 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 XIX <br /> REORGANIZATION AND BOARD MEMBERSHIP <br /> 19.1. 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 reorganize or otherwise substantially change the character of its corporate structure,business structure <br /> or governance structure.Grantee agrees that it will give Grantor prior notice of any such action and will provide <br /> any and all reasonable documentation necessary for Grantor to review the proposed transaction including financial <br /> records and corporate and shareholder minutes of any corporation which may be involved. Failure to comply with <br /> this ARTICLE XIX shall constitute a material breach of this Agreement. <br /> State of Illinois <br /> GRANT AGREEMENT FISCAL YEAR 2017/3 28 16 <br /> Page 20 of 46 <br />