IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver a minimum ---------------------- of [***] Impressions which link to the Co-Branded Entry Page through the Promotions in accordance with Exhibit A and the timelines set ------- - forth therein (the "Impressions Commitment"). The Impressions targets specified on Exhibit A are the minimum amount of Impressions to be --------- provided by AOL. The parties will determine annually, beginning March 1, 2001, whether the actual Impressions targets for the immediately preceding year were met, and any shortfall in Impressions at the end of any year during the Term will not be deemed a breach of the Agreement by AOL so long as AOL promptly takes commercially reasonable action to remedy the situation with comparable Impressions. If a significant shortfall continues after six (6) months, either party may invoke the dispute resolution procedures set forth in Section 7 to fashion a strategy reasonably acceptable to MP to alleviate such continuing significant shortfall. In the event there is a shortfall in Impressions as of the end of the Term (a "Final Shortfall"), AOL will, within ninety days of the end of the Term, provide MP with Impressions equal in number to the Final Shortfall (the "Final Makegood"); provided, however, that, if the Final Shortfall is equal to a number of Impressions which is more than [***] percent ([***]%) of the total Impressions to be delivered hereunder in that year, then, upon written notice delivered to AOL within five (5) days of the end of the Term, MP shall be entitled to receive in lieu of the Final Makegood, a refund of the Payment, calculated in accordance with the Pro-Rata Refund Formula. The Parties agree that in each year during the term of this Agreement [***] percent ([***]%) of the Impressions will be for the Exclusive Product and not more than [***] percent ([***]%) of the Impressions may include references to MP Products other than traditional grocery store products.
IMPRESSIONS COMMITMENT. During the Term, ICQ shall deliver * Impressions to MP through the Promotions, as described on Exhibit A (the "Impressions Commitment"). With respect to the Impressions targets specified on Exhibit A, ICQ will not be obligated to provide in excess of any Impressions target amounts in any year. In the event ICQ provides an excess of any annual Impressions target amounts in any year, the Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by ICQ; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in ICQ's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), ICQ will
IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver [* * *] Impressions to the Co-Branded Site through the Promotions (the "Impressions Commitment"), except as otherwise set forth herein (e.g., Section 3.4 hereof with respect to the Integrated Impressions). With respect to the Impressions targets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts in any year, subject to the make-good commitment set forth below in this Section 1.2. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (including with respect to the Integrated Impressions) (a "Final Shortfall"), AOL will Execution Copy provide Onvia, as its sole remedy (other than the pro rata refund provided for later in this Section 1.2), with an extension of its existing promotional obligations hereunder (i.e. promoting the Co- Branded Site consistent with the terms hereof, e.g., Exhibit A hereto) until the Impressions Commitment has been satisfied, up to a maximum of six (6) months (and Onvia shall not be required to pay additional carriage fees for such an extension). In the event that the Impressions Commitment still has not been satisfied at the end of such six month extension period, AOL will provide Onvia, as its sole remedy, with a refund of a pro rata percentage of the total Fixed Payment Amount paid by Onvia pursuant to Section 3.1 hereof, to the extent that AOL has actually received such payments from Onvia and such payments remain unearned at the time of refund (i.e., a proportionate percentage of the Impressions Commitment has not been delivered at the time of termination). Except as otherwise set forth herein or otherwise mutually agreed, after the Co-Branded Site has been created and launched in accordance with this Agreement, AOL will use good faith efforts, on a quarterly basis, to distribute Impressions to standard, non-integrated, rotating buttons and banners (excluding any fixed or permanent placements) reasonably consistently over the course of the Initial Term, provided that the Parties understand that such consistency may be affected by such factors as seasonality and special offers. In addition, with respect to all the Promotions hereunder (i.e., not only the standard, non-integrated, rotating buttons and banners discussed in the previous sentence), AOL will use good faith efforts to deliver approximately [* * *] of the Impressions Commitment during the first six months of the...
IMPRESSIONS COMMITMENT. Impressions Commitment" shall have the meaning set forth in Section 1.2 of this Agreement.
IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver *** Impressions to the Co-Branded Site through the Promotions (the "Impressions Commitment"). With respect to the Impressions targets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts in any year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide DigitalWork, as its sole remedy, with comparable Impressions (e.g., having similar value or cpm, or being similarly targeted demographically) as reasonably and mutually agreed by the Parties to be so comparable.
IMPRESSIONS COMMITMENT. Any guarantees are to impressions (as measured by AOL in accordance with its standard methodologies and protocols), not “click-throughs” or conversions. In the event there is (or will be in AOL’s reasonable judgment) a shortfall in impressions less than [***] percent ([***] %) of the Total Guaranteed Impressions as of the end of the display period as set forth in Exhibit A (a “Shortfall”), such Shortfall shall not be considered a breach of this Insertion Order by AOL; instead, AOL will provide Advertiser, as its sole remedy, with additional or comparable (in value) “makegood” impressions across the AOL Network up to [***] percent ([***] %) of the Total Guaranteed Impressions within three months of the end of the term. To the extent impressions commitments are identified without regard to specific placements, such placements will be as mutually agreed upon by AOL and Advertiser during the course of the display period. AOL reserves the right to alter Advertiser flight dates to accommodate trafficking needs or other operational needs. In such cases, AOL will make available to Advertiser reasonably equivalent flight(s). In the event that no makegood impressions are available, Advertiser shall be entitled to a pro rata refund of its fees for any underdelivery.
IMPRESSIONS COMMITMENT. 1.2.1. During the Term, AOL shall deliver * Impressions (*) to MP through the Promotions described on Exhibit A (the "Promotions Impressions Commitment"). In the event there is (or * Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
IMPRESSIONS COMMITMENT. Any guarantees are to impressions (as measured by ---------------------- AOL in accordance with its standard methodologies and protocols), not "click-throughs." In the event there is (or will be in AOL's reasonable judgment) a shortfall in impressions as of the end of a display period (a "Shortfall"), such Shortfall shall not be considered a breach of the Agreement by AOL; instead, AOL will provide Advertiser, as its sole remedy, with "makegood" impressions through advertisement placements on the AOL Service. In connection with the foregoing, AOL shall use reasonable efforts to ensure that any makegood impressions shall be provided to Advertiser through promotions that are comparable in nature to the appropriate type of promotions through which the impressions should have been delivered (e.g., if there is a Shortfall that should have been delivered through Level A Promotions, AOL shall use reasonable efforts to make up such impressions with other Level A Promotions). In the event that AOL is unable to provide makegood impressions through the appropriate comparable promotions, AOL shall provide such impressions through other types of promotions as follows: [***] AOL reserves the right to alter Advertiser flight dates to accommodate --- trafficking needs or other operational needs. In such cases, AOL will make available to Advertiser reasonably equivalent flight(s).
IMPRESSIONS COMMITMENT. Subject to the terms of this Section 1.2, during the Term AOL shall deliver Impressions, for any Year, as designated in the "Aggregate Total Impressions" line item set forth on Exhibit A (the "Impressions Commitment"). With respect to the Impressions Commitments, AOL will not be obligated to provide Impressions in excess of the applicable Impressions Commitment in any year, unless AOL otherwise agrees in writing. AOL acknowledges that MP will actively promote the MP Products in Deregulated Markets at certain critical times (e.g., immediately before Market Open Dates), and therefore MP may wish to use Impressions during specific periods in accordance with Section 1.4 hereof. Subject to Section 1.2.3 hereof, AOL will use its commercially reasonable efforts to accommodate MP's needs in these new and emerging markets by making available Impressions within that market during critical time periods identified by MP as soon as reasonably practical after identification of such needs.
IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver the ---------------------- Impressions to the Affiliated MP Sites through the Promotions in accordance with the timelines set forth in Exhibit A (the "Impressions Commitment"). AOL will use commercially reasonable efforts to deliver the Impressions in the calendar quarters designated by MP and agreed to by AOL. Except as otherwise required under this Agreement, AOL will not be obligated to provide in excess of any Impressions target amount in any year. With respect to the Impressions targets specified on Exhibit A, in the event AOL provides an excess of any annual Impressions target amounts in any contract year, the Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a contract year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide MP, as its sole remedy, with comparable promotional placements that are reasonably satisfactory to MP in appropriate areas of the AOL Network.
