Common use of Shortfall Charge Clause in Contracts

Shortfall Charge. In the event that ▇▇▇▇ Atlantic has failed to satisfy the Interim Purchase Commitment by the end of the third year following the Effective Date, and to the extent such failure is not proximately caused by negligent or otherwise wrongful acts or omissions of Genuity or any Genuity agent or by Genuity's breach of the Agreement, or is not otherwise excused under the Agreement (e.g., Force majeure), ▇▇▇▇ Atlantic shall pay Genuity the difference between the Interim Purchase Commitment and the total of the Included Items specified in Section A, above, for years 1 through 3 (the "Interim Shortfall Charge"). In the event that ▇▇▇▇ Atlantic has failed to satisfy the Purchase Commitment by the end of the Initial Term, and to the extent such failure is not proximately caused by negligent or otherwise wrongful acts or omissions of Genuity or any Genuity agent or by Genuity's breach of the Agreement, or is not otherwise excused under the Agreement (e.g., Force majeure), ▇▇▇▇ Atlantic shall pay Genuity the difference between: (i) the Purchase Commitment less any Interim Shortfall Charge; and (ii) and the total of the Included Items specified in A, above for the Initial Term (the "Shortfall Charge").