Common use of Shortfall Fee Clause in Contracts

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”).