Common use of Shortfalls Clause in Contracts

Shortfalls. (a) In the 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 sentence of this Section 4.5 are triggered, Knicks, LLC may choose the Shortfall it wishes to designate in its request to Representative). Except as provided in subsections (b) and (c) below with respect to a Shortfall relating to the final Contract Year of the Agreement alone, Representative may elect as to 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 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 notice, either (i) sixty (60) days following the receipt of such notice or (ii) at the expiration of the then-current Contract Year. (b) If Knicks, LLC requests a Shortfall 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 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 or pair of Contract Years, the Annual Sales Target(s) will be deemed to have been met for such Contract Year(s).

Shortfalls. (a) In the 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-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 KnicksRangers, 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). KnicksRangers, LLC shall designate the applicable Shortfall in its request (i.e., if both (i) and (ii) of the first sentence of this Section 4.5 are triggered, KnicksRangers, LLC may choose the Shortfall it wishes to designate in its request to Representative). Except as provided in subsections (b) and (c) below with respect to a Shortfall relating to the final Contract Year of the Agreement alone, Representative may elect as to whether or not to make a requested Shortfall Payment. If Representative does not make such Shortfall Payment to KnicksRangers, LLC within thirty (30) days after receipt of Knicks, Rangers LLC’s request, then, within thirty (30) days of the earlier of Representative’s written notice to KnicksRangers, LLC of such fact or the expiration of such thirty (30) day period, KnicksRangers, LLC will have the right, exercisable by written notice to Representative, to terminate this Agreement effective, at KnicksRangers, LLC’s election and as set forth in such notice, either (i) sixty (60) days following the receipt of such notice or (ii) at the expiration of the then-current Contract Year. (b) If KnicksRangers, LLC requests a Shortfall 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 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 KnicksRangers, LLC relating to a Contract Year or pair of Contract Years, the Annual Sales Target(s) will be deemed to have been met for such Contract Year(s).

Shortfalls. (a) In the event that either (i) the Gross Revenue for any Contract Year is less than [*****]80% 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-immediately preceding the Base Year is less than [*****]85% 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 KnicksRangers, 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). KnicksRangers, LLC shall designate the applicable Shortfall in its request (i.e., if both (i) and (ii) of the first sentence of this Section 4.5 are triggered, KnicksRangers, LLC may choose the Shortfall it wishes to designate in its request to Representative). Except as provided in subsections (b) and (c) below with respect to a Shortfall relating to the final Contract Year of the Agreement alone, Representative may elect as to whether or not to make a requested Shortfall Payment. If Representative does not make such Shortfall Payment to KnicksRangers, LLC within thirty (30) days after receipt of Knicks, Rangers LLC’s request, then, within thirty (30) days of the earlier of Representative’s written notice to KnicksRangers, LLC of such fact or the expiration of such thirty (30) day period, KnicksRangers, LLC will have the right, exercisable by written notice to Representative, to terminate this Agreement effective, at KnicksRangers, LLC’s election and as set forth in such notice, either (i) sixty (60) days following the receipt of such notice or (ii) at the expiration of the then-current Contract Year. (b) If KnicksRangers, LLC requests a Shortfall 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 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 KnicksRangers, LLC relating to a Contract Year or pair of Contract Years, the Annual Sales Target(s) will be deemed to have been met for such Contract Year(s).

Shortfalls. (a) In the event that either (i) the Gross Revenue for any Contract Year is less than [*****]80% 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 [*****]85% 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 sentence of this Section 4.5 are triggered, Knicks, LLC may choose the Shortfall it wishes to designate in its request to Representative). Except as provided in subsections (b) and (c) below with respect to a Shortfall relating to the final Contract Year of the Agreement alone, Representative may elect as to 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 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 notice, either (i) sixty (60) days following the receipt of such notice or (ii) at the expiration of the then-current Contract Year. (b) If Knicks, LLC requests a Shortfall 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 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 or pair of Contract Years, the Annual Sales Target(s) will be deemed to have been met for such Contract Year(s).