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with this Agreement during any fiscal year of the City during the Term, Grifols, at its option, may terminate this Agreement by providing written notice thereof to the City. If Grifols elects to terminate the Agreement under this Section, Grifols and the City shall each be released of all further obligations under this Agreement, except that the City shall pay to Grifols any outstanding and unpaid Grant Payments properly due to Grifols prior to the date of termination for which the City has budgeted and appropriated funds during any previous fiscal year. Section 8.05. Remedies. Upon breach of any obligation under this Agreement, in addition to any other remedies expressly set forth in this Agreement with respect to such breach, the aggrieved party shall have such remedies as are available in law or equity for breach of contract; provided, however, that no party shall be liable to any other party for incidental or consequential damages. Notwithstanding the foregoing, the City, in entering this Agreement does not waive its immunity from suit or any other limitations on its liability, contractual or otherwise, as granted by the Texas Constitution or applicable laws of the State of Texas. Section 8.06. Offset. The City may deduct from any Grant Payments, as an offset, any delinquent and unpaid fees, sums of money or ad valorem, sales or other taxes assessed and owed to or for the benefit of the City. Section 8.07. Force Majeure. Means an event beyond the reasonable control of a party obligated to perform an act or take some action under this Agreement including, but not limited to, acts of God, earthquake, fire, explosion, war, civil insurrection, acts of the public enemy, act of civil or military authority, sabotage, terrorism, floods, lightning, hurricanes, tornadoes, severe snow storms or utility disruption, strikes, lockouts, major equipment failure or the failure of any major supplier to perform its obligations. Section 8.08. Indemnification. The payment of all indebtedness and obligations Page 13 of 22