Decline in Behavioral Query Volume Sample Clauses

Decline in Behavioral Query Volume. If, in any calendar month, Gator delivers less than [***] percent ([***]%) of the Behavioral Queries for Active Categories (a “Volume Decline”) that Gator sent to Overture in the highest volume calendar month during the previous [***] period (“the Measurement Month”), Overture shall provide written notice to Gator of such Volume Decline. Upon receipt of notice of a Volume Decline, Gator shall either (i) cure within thirty (30) days by raising the number of Behavioral Queries for Active Categories to at least [***] percent ([***]%) of the number of Behavioral Queries for Active Categories during the Measurement Month, or (ii) provide documentation substantiating that the Volume Decline was the result of (a) a decline in the aggregate number of Web pages being viewed by Users, (b) seasonality, (c) mutually agreed Active Category changes, or (d) Active Category changes resulting from Overture’s [***] pursuant to Section 8.1 below . If Gator is unable to cure a Volume Decline not due to one of the reasons listed in 7.2(ii) above within thirty (30) days, Overture shall have the right to terminate this Agreement on [***] prior written notice. Notwithstanding the foregoing, if in any month Gator delivers less than [***] percent ([***]%) of the average number of Behavioral Queries for Active Categories that Gator sent to Overture over the prior [***] period (excluding declines caused by mutually agreed Active Category changes, or Active Category changes resulting from Overture’s [***] pursuant to Section 8.1 below), then Overture shall have the right to terminate this Agreement on [***] prior written notice if Gator is unable to cure such volume decline within thirty (30) days. At Overture’s sole cost and expense, Overture may appoint an independent auditor solely to verify the documentation provided by Gator under Section 7.2(ii) above.
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