Common use of Shortfall Payment Clause in Contracts

Shortfall Payment. In the event that the Actual Microsoft Revenue accrued to Microsoft in a given Year (as such term is defined in Section 3.9) is less than the Minimum Guaranteed Revenue above, FairMarket agrees to remit to Microsoft the difference no later than 45 days following the end of each Year. Minimum guarantees are viewed on an annual basis and not on a cumulative basis; for example, any shortfall that FairMarket paid to Microsoft for a given Year would not be paid back by Microsoft in future Years, even if FairMarket exceeded the Minimum Guaranteed Revenue in future Years. The Minimum Guaranteed Revenue shall apply only in the event that Microsoft meets or exceeds the Minimum Annual Visit guarantees as described in Section 3.9, but in any event, FairMarket shall pay no less than the allocable portion of Actual Microsoft Revenue for any given Year.