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<br /> <br />520 8th Avenue · 7th Floor · New York, NY 10018 · grants @aspca.org <br /> Page | 5 <br /> <br /> <br />completion of the use of the Grant funds, and will furnish or make available such books, records, and <br />supporting documentation to the ASPCA for inspection at reasonable times from the time of the <br />Grantee’s acceptance of the Grant through such period. <br /> <br />6. Termination. The ASPCA may, in its sole discretion (i) withhold payment of funds until in its <br />opinion the situation has been corrected or (ii) declare the Grant terminated in any of the following <br />circumstances: <br /> <br />a. If, as the result of the consideration of reports and information submitted to it by the Grantee <br />or from other sources, the ASPCA, in its sole discretion, determines that continuation of the <br />Project is not reasonably in furtherance of the ASPCA’s mission to provide effective means for <br />the prevention of cruelty to animals throughout the United States (the “ASPCA Mission”) or <br />that the Project is not being executed in substantial compliance with the grant request (or work <br />plan as revised) or that the Grantee is incapable of satisfactorily completing the work of the <br />Project; <br />b. In the case of any violation by the Grantee of the terms and conditions of this Agreement; <br />c. In the event of any change in, or challenge by the Internal Revenue Service to, the Grantee’s <br />status as a 501(c)(3) tax-exempt organization if applicable; or <br />d. If it is revealed that, during the Project, the Grantee is or was involved in any activity or makes <br />any statement disparaging of, or reflecting unfavorably upon the ASPCA, tarnishes the <br />reputation of the ASPCA or is not in alignment with the ASPCA Mission. <br /> <br />If the ASPCA terminates the Grant, it shall so notify the Grantee, whereupon it, if so requested by the <br />ASPCA, shall promptly refund and pay back to the ASPCA any unexpended balance of the Grant <br />funds in the Grantee’s hands or under its control or any expended Grant funds deemed to have been <br />misappropriated per the terms of this Agreement. <br /> <br />Upon completion of the Project or termination of this Agreement for any reason, the ASPCA will <br />withhold any further payments of Grant funds. All such determinations by the ASPCA under this <br />Section 6 will be final, binding and conclusive upon the Grantee. <br /> <br />7. Future Funding. The Grantee acknowledges that the ASPCA and its representatives have made no <br />actual or implied promise of funding except for the amounts specified in this Agreement. If any of the <br />Grant funds are returned or if the Grant is rescinded, the Grantee acknowledges that the ASPCA will <br />have no further obligation to the Grantee in connection with this Grant as a result of such return or <br />rescission. <br /> <br />8. Miscellaneous. This Agreement is intended to be binding upon the Grantee and the ASPCA. This <br />Agreement represents the final agreement between the parties with respect to the subject matter hereto, <br />and supersedes any and all prior agreements, written or oral, between the parties with respect to the <br />matters contained herein. This Agreement is not intended to, nor shall it be deemed to create, any <br />partnership or joint venture between the Grantee and the ASPCA. This Agreement shall be interpreted, <br />governed by and construed in accordance with the internal laws of the State of New York, without <br />regard to the conflict of laws principles thereof. The parties hereto acknowledge and consent to <br />personal jurisdiction and venue exclusively in New York, New York with respect to any action or <br />proceeding brought in connection with this Agreement. This Agreement may be executed by the