Common use of Shortfalls Clause in Contracts

Shortfalls. (a) If at the end of the first Contract Year, iVillage has not provided AT&T with a minimum of [*] Clickthrus (as audited by a third party in accordance with Section 3.7) during the first Contract Year ("Clickthru Shortfall") then iVillage will continue to perform under this Agreement (without any change to Anchor Positions, Guaranteed Impression Levels, etc.) during a "Make Good Period" not to exceed 3 months, provided AT&T has not exercised its termination right under Section 10.3. AT&T shall have no obligation to make any Quarterly Minimum Payments or other payments during the Make Good Period unless and until the Clickthru Shortfall is covered. If AT&T does not exercise its termination right under Section 10.3, regardless of whether or not the Clickthru Shortfall has been covered in such 3 month period Make Good Period, AT&T will resume making Quarterly Minimum Payments as of the next following Contract Quarter. (b) If there is a Clickthru Shortfall at the end of the second Contract Year (meaning that iVillage has not delivered at least [*] Clickthrus in the case that the Annual Minimum for the second Contract Year is $[*]; and [*] Clickthrus during the second Contract Year in the case that the Annual Minimum for the second Contract Year is $[*]), iVillage shall have the option of either (a) requesting payment of the final Quarterly Minimum Payment, pro rated to cover the shortfall or (b) providing a make good period, for up to 6 months, and, at any time during such 6 month period, requesting payment of the final pro rated Quarterly Minimum Payment. iVillage will continue during any such make good period to perform under this Agreement (without any change to Anchor Positions, Guaranteed Impression Levels, etc.)

Shortfalls. (a) If at In the end event that either (i) the Gross Revenue for any Contract Year is less than [*****]% of the Annual Sales Target for such Contract Year, or (ii) with respect to the 2021-22 Contract Year and beyond, the sum of the Gross Revenue for any Contract Year (the “Base Year”) and the Gross Revenue for the Contract Year immediately-preceding the Base Year is less than [*****]% of the sum of the Annual Sales Target for such immediately-preceding Contract Year and the Annual Sales Target for such Base Year (the difference between the Gross Revenue and the Annual Sales Target for such Contract Year, or between the average Gross Revenue and average Annual Sales Targets for such Contract Year and Base Year, as the case may be, the “Shortfall”), then Knicks, LLC will have the right to request a payment (the “Shortfall Payment”) from Representative in an amount equal to the Shortfall (less any Commissions that would have applied if such amount were Gross Revenue) within thirty (30) days following its receipt of the June Monthly Report (as defined in Section 6.2 below). Knicks, LLC shall designate the applicable Shortfall in its request (i.e., if both (i) and (ii) of the first Contract Yearsentence of this Section 4.5 are triggered, iVillage has not Knicks, LLC may choose the Shortfall it wishes to designate in its request to Representative). Except as provided AT&T in subsections (b) and (c) below with respect to a minimum of [*] Clickthrus (as audited by a third party in accordance with Section 3.7) during Shortfall relating to the first final Contract Year ("Clickthru Shortfall") then iVillage will continue of the Agreement alone, Representative may elect as to perform under this Agreement (without any change to Anchor Positions, Guaranteed Impression Levels, etc.) during a "Make Good Period" not to exceed 3 months, provided AT&T has not exercised its termination right under Section 10.3. AT&T shall have no obligation to make any Quarterly Minimum Payments or other payments during the Make Good Period unless and until the Clickthru Shortfall is covered. If AT&T does not exercise its termination right under Section 10.3, regardless of whether or not to make a requested Shortfall Payment. If Representative does not make such Shortfall Payment to Knicks, LLC within thirty (30) days after receipt of Knicks, LLC’s request, then, within thirty (30) days of the Clickthru Shortfall has been covered earlier of Representative’s written notice to Knicks, LLC of such fact or the expiration of such thirty (30) day period, Knicks, LLC will have the right, exercisable by written notice to Representative, to terminate this Agreement effective, at Knicks, LLC’s election and as set forth in such 3 month period Make Good Periodnotice, AT&T will resume making Quarterly Minimum Payments as either (i) sixty (60) days following the receipt of such notice or (ii) at the expiration of the next following then-current Contract QuarterYear. (b) If there is Knicks, LLC requests a Clickthru Shortfall at Payment with respect to a Shortfall in connection with the final Contract Year only, Representative shall pay, within thirty (30) days following the end of the second such Contract Year, such Shortfall, and may not elect not to make such payment. (c) For avoidance of doubt, if Representative makes a Shortfall Payment to Knicks, LLC relating to a Contract Year (meaning that iVillage has not delivered at least [*] Clickthrus in the case that or pair of Contract Years, the Annual Minimum Sales Target(s) will be deemed to have been met for the second such Contract Year is $[*]; and [*] Clickthrus during the second Contract Year in the case that the Annual Minimum for the second Contract Year is $[*]Year(s), iVillage shall have the option of either (a) requesting payment of the final Quarterly Minimum Payment, pro rated to cover the shortfall or (b) providing a make good period, for up to 6 months, and, at any time during such 6 month period, requesting payment of the final pro rated Quarterly Minimum Payment. iVillage will continue during any such make good period to perform under this Agreement (without any change to Anchor Positions, Guaranteed Impression Levels, etc.)