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The City may, in its sole discretions, resume Grant Payments for any subsequent years during the Term in which Grifols is in compliance; however, any Grant Payments withheld by the City for any years during which Grifols is not in compliance shall be deemed forfeited by Grifols and the City shall at no time be liable for later payment of such Grant Payments. Section 8.02. Failure to Operate Business for the Term. If Grifols fails to continuously operate and carry on the Business until the end of the Term (subject, however, to any interruption for remodeling, repair, or an event of force majeure, which interruption shall not count against this operation obligation), then 50 percent of the Grant Payments that have been made by the City to Grifols shall be returned by Grifols within sixty (60) days after the City's written demand therefor. Section 8.03. Default. At any time during the Term of this Agreement that Grifols is not in compliance with this Agreement, the City may send Grifols notice of such non-compliance. If such non-compliance is not either cured within 60 days after Grifols' receipt of such notice or, if non-compliance is not reasonably susceptible to cure within 60 days, a cure begun within such 60-day period and thereafter continuously and diligently pursued to completion (in either event, a "Cure"), then the City may, at its option, cease making Grant Payments until such Cure occurs or terminate this Agreement. Upon a Cure by Grifols, the Grant Payments shall automatically and immediately resume except, any Grant Payments withheld by the City for any years during which Grifols is not in compliance shall be deemed forfeited by Grifols and the City shall at no time be liable for later payment of such Grant Payments. The Term shall not be extended as a result of any cure period under this section. Section 8.04. Grifols' Option to Terminate. If the City fails to budget and appropriate funds for Grant Payments under this Agreement for reasons other than Grifols' non-compliance Page 12 of 22