Common use of Maximum Clawback Amount Clause in Contracts

Maximum Clawback Amount. In no event shall the aggregate amount clawed back under Sections 8.3 and 8.5 above exceed the total amount of the Grant actually funded to Grantee, plus interest as described herein and attorneys’ fees and costs incurred by Triumph in connection with enforcing this Agreement. Grantee and Triumph acknowledge and agree that any amounts set forth in Sections 8.3 or 8.5 to be paid by Grantee and/or the Company are intended as a repayment of Grant funds conditionally disbursed to Grantee 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, and/or 8.4 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, Grantee and Triumph agree that (i) such amounts shall constitute liquidated damages, (ii) the actual damages suffered by Triumph would be unreasonably difficult to determine, (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) Grantee irrevocably waives any right that it may have to raise as a defense that any such liquidated damages are excessive or punitive.