Shortfall Fee Sample Clauses
A Shortfall Fee clause establishes a financial penalty or charge that becomes payable if a party fails to meet a specified minimum commitment, such as a minimum purchase quantity or service usage level. In practice, if the obligated party does not reach the agreed threshold within a set period, they must pay the shortfall fee to compensate the other party for lost revenue or anticipated business. This clause ensures that the provider receives a guaranteed level of compensation and protects against the risk of underperformance or insufficient demand.
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Shortfall Fee. If, in any quarter of a twelve month measurement period NLS and its Affiliates purchase from Broadcom less than the stated minimum purchase commitment percentage less five percentage points for any Broadcom Product (determined for this purpose as if the annual purchase commitments were also applicable to such [*****] Confidential portion has been filed separately with the Securities and Exchange Commission. quarter), then NLS shall promptly pay to Broadcom an amount equal to [*****] of Broadcom's unit profit margin (as set forth in Section 6) for such Broadcom Product multiplied by the additional number of units of such Broadcom Product that NLS and its Affiliates would be required to purchase so that their aggregate purchases of such Broadcom Product for the quarter would have equaled the stated minimum purchase commitment; provided, however, that in no event will NLS's payment obligations to Broadcom pursuant to this Section 7.4(b) exceed [*****] for any quarter. NLS shall provide Broadcom with reasonably detailed calculations of its purchase commitment compliance within thirty (30) days after the end of each quarter of a twelve month measurement period. Nothing contained in this Section 7.4(b) shall be deemed to create a minimum purchase obligation for NLS and its Affiliates in addition to the annual minimum purchase commitments set forth in this Section 7, and no failure on the part of NLS and its Affiliates to purchase particular quantities of Broadcom Products in any quarter (other than as set forth in Section 7.4(a)) shall in itself be deemed to constitute a material breach of this Agreement, but the failure of NLS and its Affiliates to purchase the stated minimum quantity of each Broadcom Product described in Sections 7.1, 7.3 and 7.5 during a twelve month measurement period shall constitute a material breach of this Agreement.
Shortfall Fee. The failure to meet the Event/Attendance Target during any Year during the Term (an “Attendance Shortfall”), shall result in Operator being obligated to pay to Owner a fee calculated in the amount of the Base Fee in effect for the Year in which the Attendance Shortfall occurred (giving effect to year-over-year increases of the Base Fee), multiplied by the difference in [***] (being 35 x [***]) and the aggregate number of attendees to all Events at the Venue during the applicable Year booked by Operator (but excluding unmanifested tickets issued to Suite holders). Such fee shall be due and payable by January 31 in the year following the Year in which the Attendance Shortfall occurred (the “Shortfall Fee”).
Shortfall Fee. ▇. ▇▇ any Shortfall Quarter, Company shall pay to Contractor an amount equal to the product of the (i) Committed Volume Shortfall for such Shortfall Quarter; and (ii) *** dollars ($***) per ton (each a “Shortfall Fee”).
b. Contractor shall invoice such Shortfall Fee in the month immediately following the Shortfall Quarter and such Shortfall Fee shall be payable to Contractor in accordance with Section 3.
c. If Company is unable to meet the “Storage Facilities Minimum Volume Commitment” due to Contractor’s failure to perform its obligations under this Agreement (including ***) for reasons that are not due to an event of force majeure covered by Section 14 of this Agreement, Company is not subject to “Shortfall Fee” for the volumes affected by such Contractor failure.
Shortfall Fee. For any calendar quarter, should Customer fail to tender an aggregate volume of Customer Product to Operator at the Terminals equal to the MTVC for such calendar quarter and Operator is ready, willing and able to provide the Minimum Throughput Capacity, then Customer shall pay to Operator a fee in accordance with the terms of this Agreement as a result of such shortfall (such fee, a “Shortfall Fee”) calculated as follows:
i. The sum of:
a) the amount of the MTVC for which Operator was ready, willing and able to provide the Minimum Throughput Capacity, and for the avoidance of doubt, such amount shall not include any volumes for which Operator was not ready, willing and able to provide the Minimum Throughput Capacity for any reason not resulting from actions or inactions by Customer or its affiliates, including but not limited to the following: if Operator is required to reduce the Minimum Throughput Capacity to comply with any applicable law, rule or regulation, if Operator is unable to provide the Minimum Throughput Capacity due to a Force Majeure Event (as defined herein), or if Operator’s repair and maintenance schedule prevents Customer from using the Minimum Throughput Capacity or any portion thereof, minus b) the aggregate volumes, stated in gallons, of Customer Product actually tendered into the Terminals by Customer during such calendar quarter, multiplied by ii. the Throughput Rate.
Shortfall Fee. If Tenant does not spend at least $10,000,000 on Capital Improvements by June 30, 2028, Tenant shall pay the County the Shortfall Fee, plus interest on the Shortfall Fee calculated at 6% per year from the Effective Date through the date the Shortfall Fee is paid. For purposes of this lease, the “Shortfall Fee” is equal to the result obtained by multiplying the Extension Fee by a fraction, the numerator of which is the Shortfall Amount and the denominator of which is $10,000,000. For purposes of this lease, the “Shortfall Amount” means the amount by which Tenant spends less than $10,000,000 on Capital Improvements after the Effective Date and prior to July 1, 2028.
Shortfall Fee. Licensee acknowledges that it intends to open and operate Territory Outlets during the term hereof at a rate no less than the schedule shown on Exhibit E. To the extent the Licensee fails for any reason to open and operate the minimum number of Territory Outlets as shown on the aforesaid Exhibit E in any "Shortfall Year" (as defined in this Section 5.8), Licensee shall pay Licensor a "Shortfall Fee" US$116,960 for each Territory Outlet not opened or operated. (A "Shortfall Year" shall mean each twelve (12) month period from April 1, 2001, and from each anniversary of such date.) The number of Territory Outlets shall be measured as of the end of each Shortfall Year for which such number of Territory Outlets is required and such Shortfall Fee, if any, shall be due and payable within thirty (30) days after the end of each Shortfall Year for which such number of Territory Outlets is not achieved. No Shortfall Fee shall be payable if the total number of Territory Outlets open at the end of the Shortfall Year in question is at or above the minimum set forth on Exhibit E.
Shortfall Fee. At the end of each true-up period indicated on the cover of this Agreement (the “True-Up Period”), Republic shall determine the total volume of Acceptable Waste delivered by Hauler to the Landfill during such True-Up Period. If the total volume of Acceptable Waste delivered during such True-Up Period is less than the volume required to be delivered during such True-Up Period based on the Minimum Volume, Hauler shall pay Republic a fee (the “Shortfall Fee”) equal to the Disposal Fee multiplied by the volume by which Hauler was deficient during the True-Up Period. Republic shall invoice Hauler for, and Hauler shall pay Republic, any Shortfall Fee in accordance with Section 4(b).
Shortfall Fee. The failure to meet the Annual Event Target during any Year during the Term shall result in Tenant being obligated to pay to Landlord a fee calculated in the amount of [***] dollars ($[***]) multiplied by the difference between [***] and the number of tickets sold in the applicable Year (the “Event Target Shortfall”). Such fee shall be due and payable by January 31 in the year following the Year in which the Event Target Shortfall occurred (the “Shortfall Fee”). As an example (and for purposes of illustration only), if in a given Year only [***] tickets are sold, the Event Target Shortfall would be [***] tickets, and the Shortfall Fee would equal $[***] ([***]× $[***]), payable by January 31 of the following Year.
Shortfall Fee. If at the end of any CONTRACT YEAR, there are any SHORTFALL BATCHES, MERCK shall pay to REGENERON an amount ("the SHORTFALL FEE") equal To the number of SHORTFALL BATCHES in the CONTRACT YEAR multiplied by the sum of the STANDARD LABOR COST plus the BATCH FEE for that CONTRACT YEAR plus any costs, the amount of which the parties will agree to in writing on a case-by-case basis, for electricity, waste hauling, supplies and water for injection which are directly related to the fact that there are SHORTFALL BATCHES."
6. REGENERON has submitted invoices to MERCK dated December 29, 1998 ([***]) with a balance in the amount of $[***] and dated August 31, 1999 ([***]) in the amount of $[***] for activities in connection with [***] resolution. MERCK hereby agrees to pay those invoices on a non-precedent basis, making no admission that payment for activities covered by those invoices is required under the MANUFACTURING AGREEMENT. Payment of those invoices shall be made within five (5) business days of the execution date of this Amendment No.
Shortfall Fee. The Guarantor shall pay ▇▇▇▇▇▇▇ Mac a fee equal to the Shortfall Fee Percentage (hereinafter defined) times the Escrow Shortfall as of the first day of each calendar month (the “Shortfall Fee”). The Shortfall Fee shall accrue from January 1, 2008, shall be due and payable in arrears on the first day of each month commencing on February 1, 2008, and shall be calculated on a 30/360 basis. The “Shortfall Fee Percentage” shall be five percent (5%) per annum for the six month period commencing January 1, 2008, eight percent (8%) per annum for the six-month period commencing July 1, 2008, and eleven percent (11%) per annum for the period commencing January 1, 2009.