BY AOL Sample Clauses

BY AOL. 3.2.1 AOL shall provide prominent online promotion for the Online Area across the AOL Service using promotional mechanisms chosen from time to time by AOL in its reasonable discretion from among the following, all as set forth in Exhibit B (the "Promotional Plan"): (a) pop-up advertisements within the Personal Finance, Sports and Shopping channels; (b) the AOL "Welcome Screen"; and (c) appropriate holiday/theme areas (including Thanksgiving, Christmas/Hanukkah, Valentine's Day, Easter, Mother's Day, New Year's and Secretaries' Week). In addition, also as set forth in Exhibit B, AOL shall provide FLOWERS with a consistent and prominent promotional presence in the following areas on the AOL Service: Shopping newsletters, Gift Reminder, Lifestyles, Interests, and Romance. Promptly following execution hereof, AOL in consultation with FLOWERS shall develop a mutually agreed detailed promotional plan regarding the above commitments based on Exhibit B. The parties agree that Exhibit B is not intended to exclude any additional promotional mechanisms or plans. On a periodic basis, no less than quarterly, the parties shall review and modify, as applicable, the promotional plan in a continuing effort to have a current and effective promotional plan. If AOL is unable to deliver any particular promotion pursuant to Exhibit B, the Parties will cooperate in good faith to develop a replacement program that will include providing FLOWERS with a substitute promotion of similar quality, nature and value. In addition, AOL shall use commercially reasonable best efforts to include FLOWERS when AOL makes promotional references to online shopping which include references to online partners in AOL's promotions, marketing or advertising; provided that AOL shall not be required to make such inclusion when making promotional references to (a) a single online partner or (b) online partners who make up a specific product category (other than floral products). The Parties will also explore the creation of [****] on the AOL Service. **** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
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BY AOL. Upon conclusion of the Term, AOL will have the right to extend this Z Agreement for [ *** ] successive one-year extension terms by providing MP with notice of AOL's intention to extend this Agreement for a subsequent one year term no later than sixty (60) days prior to the expiration of the Term (or the then-current one year extension term). During any such one year extension term: (i) MP will not be required to pay any guaranteed, fixed payment or perform the cross-promotional obligations specified in Section 1.4; (ii) MP will pay AOL Administrative Fees pursuant to Section 4 without regard to any revenue threshold and will continue to pay Ancillary Policy Administrative Fees and AOL's share of Other Revenues and Advertising Revenues ; (iii) AOL will have no obligations or commitments to provide Impressions; (iv) MP's obligations under Section 1.3 (with respect to Placement Content), Section 1.5 (with respect to marketing plans) and Section 2 of this Agreement shall terminate; and (v) AOL will not be required to undertake any fixed exclusivity or advertising placement obligations; provided that (vi) subject to the terms of Exhibit C, for so long as AOL may elect to maintain the exclusivity commitments contained herein during any one year renewal term, MP will continue to perform all of MP's cross-promotional obligations (except that the restrictions in Section A. (4) (ii) of Exhibit C, and in Section A. (5) of Exhibit C as it relates to [ *** ], shall not apply. AOL's right to extend will apply in connection with (i) an expiration of the Initial Term or the Renewal Term, (ii) the expiration of a one year extension term pursuant to this Section 5.2.2, and (iii) any other termination of this Agreement; provided, however that if such termination is due to a material uncured breach of this Agreement by AOL, then AOL's right to extend this Agreement pursuant to this Section 5.2.2 shall be limited to [ *** ].
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BY AOL. As long as ICP is entitled to Premier Status under the terms of this Agreement, AOL shall not in *** the terms and conditions of an ***, nor take any action or undertake any obligation or grant any rights to or on behalf of any ***, anywhere within the AOL Service the primary purpose of which is to *** or substantially ***. In addition, as a courtesy, AOL shall use commercially reasonable efforts to provide ICP with at least *** days advance notice prior to *** any *** with any ***; provided that, any failure of AOL to disclose any *** shall not constitute a breach of this Agreement.
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BY AOL. To the extent permitted by law, AOL will indemnify and hold harmless Excite, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Excite within the meaning of the 1933 Act, and any underwriter, against any losses, claims, damages or liabilities (joint or several) to which Excite or any such director, officer, controlling person or underwriter may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by AOL expressly for use in connection with such registration; and AOL will reimburse any legal or other expenses reasonably incurred by Excite or any such director, officer, controlling person, underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of AOL, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by AOL under this Section 1.7(b) in respect of any Violation shall not exceed the net proceeds received by AOL in the registered offering out of which such Violation arises.
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