Common use of Impressions Clause in Contracts

Impressions. During the Term, AOL will deliver the following Impressions commitments through the Promotions (or any comparable promotions as provided in Section 1.1 hereof) during the following monthly periods (each a "Period"): [*] by the end of the [*] month of the Term, [*] Impressions from the [*] month to the end of [*] of the Term, and [*] month to the end of the [*] month of the Term (which Impressions, together with the Impressions delivered to MP pursuant to Section 1.3 hereof, as adjusted from time to time in accordance with Section 1.3, are hereinafter referred to as the "Impressions Commitment"). With respect to the Impressions Commitment, AOL will not be obligated to provide more than such target amounts, individually or in the aggregate, in any given Period. Any shortfall in Impressions at the end of a Period will not be deemed a breach of this Agreement by AOL; instead, such shortfall will be added to the Impressions target for the subsequent Period. In the event that as of the Mutual Review Date, AOL shall not have provided a minimum of [*] through the Promotions and the Additional Promotions (the "Impressions Minimum"), AOL shall have a reasonable time, not to exceed [*] within which to deliver the Impressions Minimum. If AOL shall not have delivered the Impressions Minimum within such [*] MP shall have the right for fifteen (15) days to terminate this Agreement upon no less than fifteen (15) days written notice to AOL, and within thirty (30) days after such termination, [*] required pursuant to Section 4.1 hereof (the "Guaranteed Payments") [*] *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2 [*]. If there is a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL shall have the option to (i) extend the initial Term (the "Extension Period") until the earlier of (a) such time as AOL shall have delivered the number of Impressions which comprise the Final Shortfall (the "Makegood Impressions") or (b) six (6) months from the end of the Initial Term; provided that, in the event that AOL shall not have delivered the Makegood Impressions by the end of the Extension Period, [*]. During the Extension Period, AOL shall maintain the exclusivity provisions of Section 3.1 hereof.

Impressions. During the Initial Term, AOL will deliver the following Impressions commitments through the Promotions (or any comparable promotions as provided in Section 1.1 hereof) during the following monthly periods (each a "Period"): total of [*] by the end of the [*] month of the Term, [*XXX XXXXXXX ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ XXXXXXX XXXXXX XXXXXXXXX] Impressions from the [*] month to the end of [*] of the Term, and [*] month to the end of the [*] month of the Term (which Impressions, together with the Impressions delivered to MP pursuant to Section 1.3 hereof, as adjusted from time to time in accordance with Section 1.3, are hereinafter referred to as the "Impressions Commitment")) through the Promotions. With respect to the Impressions Commitment, AOL will not be obligated to provide more than such target amounts, individually or in amounts during the aggregate, in any given Period. Any shortfall in Impressions at the end of a Period will not be deemed a breach of this Agreement by AOL; instead, such shortfall will be added to the Impressions target for the subsequent PeriodTerm. In the event that as of the Mutual Review Date, end of the seventh month of the Term AOL shall not have provided a minimum of [*XXXXX XXXXXX XXXXXXXXXXXX] Impressions through the Promotions and the Additional Promotions (the "Impressions Minimum"), AOL shall have a reasonable time, not to exceed [*] sixty (60) days, within which to deliver the Impressions Minimum. If AOL shall not have delivered the Impressions Minimum within such [*] MP shall have the right for fifteen sixty (1560) days to terminate this Agreement upon no less than fifteen (15) days written notice to AOLdays, and within thirty (30) days after such terminationas its sole remedy, [*] required pursuant to Section 4.1 hereof (the "Guaranteed Payments") [*] *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2 [*XXXXX XXXXXX XXXXXXXXXXXX]. If there is a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL shall have the option elect to either (i) extend provide MP with advertising placements out of excess inventory on the initial Term (AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the "Extension Period") until the earlier value of (a) such time as AOL shall have delivered the number of Impressions which comprise the Final Shortfall (determined by multiplying the "Makegood Impressions"percentage of Impressions that were not delivered by the total, guaranteed payment provided for below) or (bii) six (6) months from continue to provide MP with certain Promotions designated by AOL in its sole and absolute discretion until the end Impressions Commitment is fulfilled. If at any time during the Term MP shall not be in compliance with the provisions of this Agreement, and as a result of such non- compliance AOL is unable to provide the Initial Term; provided thatImpressions required hereunder during such period of non-compliance, in the event that then AOL shall have the right to reduce the Impressions Commitment, on a pro-rata basis, for such period of non-compliance (e.g., if MP has not have delivered complied with the Makegood Impressions by the end provisions of the Extension Periodthis Agreement for a period of two months, [*]. During the Extension Period, then AOL shall maintain reduce the exclusivity provisions Impressions Commitment by an amount equal to the product of Section 3.1 hereoftwo (2) times [xxxxxxxxxxx] divided by fourteen (14)).

Impressions. During Beginning on the TermAstrology Launch Date, AOL shall provide ICP with at least One Hundred Twenty-Eight Million Four Hundred Eighty Thousand (128,480,000) Impressions (the "Additional Impressions Target"), which may be generated from an ICP Presence on appropriate screens on the AOL Network as AOL may determine in its sole discretion, provided that only screens that contain a link to the Customized Site or to the Standard Site will deliver count towards the following Additional Impressions commitments through Target. For purposes of this Second Addendum, multiple placements within a single page shall each count as a separate Impression (e.g., such that for a page view of a page containing two placements, AOL shall receive credit for two Impressions). AOL will use commercially reasonable efforts to distribute the Promotions (or any comparable promotions as Impressions provided in for under this Section 1.1 hereof) 4 reasonably evenly during the following monthly periods (each a "Period"): [*] by period from the Astrology Launch Date through the end of the [*] month Second Addendum Term. Such distribution shall be considered on a quarterly basis, taking into account the effects of factors which can reasonably be considered to be outside AOL's control (e.g., including without limitation seasonality and ramp-up of the Term, [*] Impressions from the [*] month to the end of [*] of the Term, and [*] month to the end of the [*] month of the Term (which Impressions, together with the Impressions delivered to MP pursuant to Section 1.3 hereof, as adjusted from time to time in accordance with Section 1.3, are hereinafter referred to as the "Impressions Commitment"Expanded Astrology Area). With respect AOL's failure to the Impressions Commitment, AOL will achieve such distribution shall not be obligated to provide more than such target amounts, individually or in the aggregate, in any given Period. Any shortfall in Impressions at the end of a Period will not be deemed considered a breach of this Agreement by AOL; instead, such shortfall will be added to the Impressions target for the subsequent PeriodSecond Addendum. In the event that ICP does not make a timely payment as of the Mutual Review Daterequired by Section 4(d) below, AOL shall not have provided a minimum of [*] through the Promotions and be entitled to remove (or refrain from commencing) the Additional Promotions (the "Impressions Minimum"), AOL shall have a reasonable time, not to exceed [*] within which to deliver the Impressions Minimum. If AOL shall not have delivered the Impressions Minimum within such [*] MP shall have the right for fifteen (15) days to terminate this Agreement upon no less than fifteen (15) days written notice to AOLPlacements, and within thirty (30) days after all Impressions to the relevant advertising inventory during such terminationperiod shall count towards the Additional Impressions Target, [*] required pursuant and ICP shall remain liable for all payments hereunder notwithstanding AOL's failure to Section 4.1 hereof (display the "Guaranteed Payments") [*] *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAdditional Placements. 2 [*]. If there is a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL shall have the option to (i) extend the initial Term (the "Extension Period") until the earlier of (a) such time as AOL shall have delivered the number of Impressions which comprise the Final Shortfall (the "Makegood Impressions") or (b) six (6) months from the end of the Initial Term; provided that, in In the event that the Additional Impressions Target is not met (or will not, in AOL's reasonable judgment, be met) during the Second Addendum Term, then as ICP's sole remedy, at AOL's option either (x) the Second Addendum Term shall be extended for up to three (3) months without additional carriage fees payable by ICP, (y) AOL shall not have delivered shall, from time to time, provide ICP with the Makegood remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by the end of the Extension PeriodAOL), [*]. During the Extension Period, AOL shall maintain the exclusivity provisions of Section 3.1 hereofor (z) some combination thereof.