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Grifols is otherwise in compliance with this Agreement, the City shall pay to Grifols any Grant Payments due for the applicable fiscal year of the City within 60 days after the last to occur of the events in subsections (a), (b) and (c) of this Section. In the event subsection 4.03(b) does not occur, Grifols shall, in its sole discretion, shall have the option to; (a) extend this Agreement by a term equivalent to the period(s) of time within which the funds were not appropriated for the specific purpose of making a Grant Payment as provided herein, except that under no circumstance shall this Agreement be extended more than three additional years; or (b) terminate this Agreement upon written notice to the City without further liability to the City. ARTICLE V REPRESENTATIONS AND WARRANTIES OF GRIFOLS As of the Effective Date, Grifols represents and warrants to the City, as follows: Section 5.01. Organization. Grifols is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in the State of Texas. The activities that Grifols proposes to carry on at the Land may lawfully be conducted by Grifols. Section 5.02. Authority. The execution, delivery and performance by Grifols of this Agreement are within Grifols' powers and have been duly authorized by all necessary action of Grifols. Section 5.03. No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof will contravene the organizational documents of Grifols or, to Grifols' actual knowledge, any provision of law, statute, rule or regulation to which Grifols is subject or any judgment, decree, license, order or permit applicable to Grifols, or will conflict or be inconsistent with, or will result in a breach of any of the terms of the covenants, conditions or Page 7 of 22