Common use of Maximum Clawback Amount/No Penalty Clause in Contracts

Maximum Clawback Amount/No Penalty. Excluding interest, in no event shall the total amount clawed back under Section 8.4 above exceed the total amount of the Grant actually disbursed to WCSO. WCSO and Triumph acknowledge and agree that any amounts clawed back under Section 8.4 above are intended as a repayment of Grant funds conditionally disbursed to WCSO and are due and payable to Triumph as a result of the occurrence of any of the events described in Sections 8.1, 8.2, or 8.3 above. Such amounts are not intended as and shall not be deemed damages or a penalty. Notwithstanding the foregoing, to the extent that for any reason such amounts are deemed damages, WCSO and Triumph agree that (i) such amounts shall constitute liquidated damages, (ii) the actual damages suffered by Triumph would be unreasonably difficult to determine and that Triumph, (iii) Triumph would not have a convenient and adequate alternative to the liquidated damages, (iv) the amounts due Triumph bear a reasonable relationship to any anticipated harm and is a genuine pre-estimate suffered by Triumph, and (v) WCSO irrevocably waives any right that it may have to raise as a defense that any such liquidated damages are excessive or punitive. 9 Other Covenants, Restrictions, Prohibitions, Controls, and Labor Provisions:

Maximum Clawback Amount/No Penalty. Excluding interest, in no event shall the total amount clawed back under Section 8.4 above exceed the total amount of the Grant actually disbursed to WCSOFSU. WCSO FSU and Triumph acknowledge and agree that any amounts clawed back under Section 8.4 above are intended as a repayment of Grant funds conditionally disbursed to WCSO FSU and are due and payable to Triumph as a result of the occurrence of any of the events described in Sections 8.1, 8.2, or 8.3 above. Such amounts are not intended as and shall not be deemed damages or a penalty. Notwithstanding the foregoing, to the extent that for any reason such amounts are deemed damages, WCSO FSU and Triumph agree that (i) such amounts shall constitute liquidated damages, (ii) the actual damages suffered by Triumph would be unreasonably difficult to determine and that Triumph, (iii) Triumph would not have a convenient and adequate alternative to the liquidated damages, (iv) the amounts due Triumph bear a reasonable relationship to any anticipated harm and is a genuine pre-estimate suffered by Triumph, and (v) WCSO FSU irrevocably waives any right that it may have to raise as a defense that any such liquidated damages are excessive or punitive. 9 Other Covenants, Restrictions, Prohibitions, Controls, and Labor Provisions:

Maximum Clawback Amount/No Penalty. Excluding interest, in no event shall the total amount clawed back under Section 8.4 above exceed the total amount of the Grant actually disbursed to WCSOFCSB. WCSO FCSB and Triumph acknowledge and agree that any amounts clawed back under Section 8.4 above are intended as a repayment of Grant funds conditionally disbursed to WCSO FCSB and are due and payable to Triumph as a result of the occurrence of any of the events described in Sections 8.1, 8.2, or 8.3 above. Such amounts are not intended as and shall not be deemed damages or a penalty. Notwithstanding the foregoing, to the extent that for any reason such amounts are deemed damages, WCSO FCSB and Triumph agree that (i) such amounts shall constitute liquidated damages, (ii) the actual damages suffered by Triumph would be unreasonably difficult to determine and that Triumph, (iii) Triumph would not have a convenient and adequate alternative to the liquidated damages, (iv) the amounts due Triumph bear a reasonable relationship to any anticipated harm and is a genuine pre-estimate suffered by Triumph, and (v) WCSO FCSB irrevocably waives any right that it may have to raise as a defense that any such liquidated damages are excessive or punitive. 9 Other Covenants, Restrictions, Prohibitions, Controls, and Labor Provisions: