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signatories to this Agreement misrepresented or misrepresents any material fact or information: (i) <br />upon which the City relied in entering into this Agreement; (ii) upon which the City relies in <br />making a Grant Payment to Company; or (iii) as an inducement for the City to make a Grant <br />Payment to Company. <br />Section 9.03. Other Remedies. Upon breach of any obligation under this Agreement, in <br />addition to any other remedies expressly set forth in this Agreement with respect to such breach, <br />either Party may pursue such remedies as are available at law or in equity for breach of contract. <br />Notwithstanding the foregoing, the City shall not in any case be liable for special, incidental, <br />consequential, indirect, or other similar damages, even if City or its agent(s) have been advised of <br />the possibility of such damages. In no event shall the City's liability for damages under this <br />Agreement exceed the amount of the Grant Payment due and owing to Company for the <br />Company's proper performance in the year immediately preceding the year in which the breach <br />by the City Occurred. <br />Section 9.04. Offset. The City may deduct from any Grant Payments, as an offset, any <br />delinquent and unpaid fees, sums of money or other fees, charges or taxes assessed and owed to <br />or for the benefit of the City by Company. <br />Section 9.05. Force Majeure. An event of force majeure means an event beyond the <br />reasonable control of a Party obligated to perform an act or take some action under this Agreement <br />including, but not limited to, acts of God, earthquake, fire, explosion, war, civil insurrection, acts <br />of the public enemy, act of civil or military authority, sabotage, terrorism, floods, lightning, <br />hurricanes, tornadoes, severe snow storms or utility disruption, strikes, lockouts, major equipment <br />failure or the failure of any major supplier to perform its obligations. If a force majeure event <br />occurs and such event prevents a Party from fulfilling its obligations hereunder, the applicable <br />