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making a Chapter 380 Payment; or (c) as an inducement for the City to make a Chapter 380 <br />Payment. <br />Section 9.03. Notice of Default. At any time during the Term of this Agreement that <br />Amazon is not in compliance with its obligations under this Agreement, other than its obligations <br />to create and retain Jobs or to create and maintain payroll, the City may send Amazon notice of <br />such non - compliance. If such non - compliance is not cured within 120 days after Amazon's <br />receipt of such notice or, if non - compliance is not reasonably susceptible to cure within 120 <br />days, a cure is not begun within such 120 -day period and thereafter continuously and diligently <br />pursued to completion (in either event, a "Cure "), then the City may, at its option, terminate this <br />Agreement or withhold Chapter 380 Payments otherwise due for the calendar year or years in <br />which the non - compliance occurred and continues. If the City elects to withhold Chapter 380 <br />Payments rather than to terminate the Agreement, then, upon a Cure by Amazon, Amazon will <br />be eligible to receive Chapter 380 Payments in future years (provided it is otherwise in <br />compliance and subject to other limitations of this Agreement) for the remainder of the Term. A <br />Chapter 380 Payment withheld by the City as a result of Amazon's failure to Cure under this <br />Section is deemed forfeited by Amazon and the City has no obligation to make retroactive <br />payment even after Amazon comes back into compliance. The Term shall not be extended as a <br />result of any cure period under this Section. <br />Section 9.04. Remedies. Except to the extent that this Agreement or applicable law <br />require otherwise, the remedies set forth in this Section are the sole and exclusive remedies <br />available upon a violation, default, Breach or Material Breach (each as defined below) of this <br />Agreement. <br />a. Effect of Breach. A Party will be deemed to be in "Breach" of this <br />17 <br />