Common use of Underperformances Clause in Contracts

Underperformances. In the event that Distributor fails to achieve either the Tier A Minimum Distribution Commitment or the Tier B Minimum Distribution Commitment in any [ *** ] months during the Term (the "Underperformances Months"), despite Distributor's use of no less than commercially reasonable efforts to achieve the Tier A Minimum Distribution Commitment and the Tier B Minimum Distribution Commitment during such Underperformance Months, then [ *** ] shall have the right to terminate this Agreement by providing the other party with [ *** ] advanced written notice thereof (the "Underperformance Termination Right"); provided, however, that in the event that such written notice of termination is provided to [ *** ] by [ *** ] in accordance with the foregoing Underperformance Termination Right. [ *** ] shall have the right but not the obligation to [ *** ] each, as applicable, of (1) the difference between [ *** ], and/or [ *** ]. For the avoidance of doubt, in no event will [ *** ] have the Underperformance Termination Right if the amounts paid by [ *** ] to [ *** ] for any Underperformance Month is [ *** ].