Common use of IMPRESSIONS COMMITMENT Clause in Contracts

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, AOL shall deliver a minimum ---------------------- of up to [***] Impressions which link to the Co-Branded Entry Page MP through the Promotions in accordance with Exhibit A and the timelines set ------- - forth therein (the "Impressions Commitment"). The With respect to the Impressions targets Commitment, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A are A) in any year. In the minimum event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of Impressions to be --------- provided by AOLsuch windfall. The parties will determine annually, beginning March 1, 2001, whether the actual Impressions targets for the immediately preceding year were met, and any Any shortfall in Impressions at the end of any a year during the Term will not be deemed a breach of the Agreement by AOL so long as AOL promptly takes commercially reasonable action AOL; instead such shortfall will be added to remedy the situation with comparable Impressions. If a significant shortfall continues after six (6) months, either party may invoke Impressions target for the dispute resolution procedures set forth in Section 7 to fashion a strategy reasonably acceptable to MP to alleviate such continuing significant shortfallsubsequent 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"), as MP's sole remedy, AOL will, within ninety days of the end of the Term, will either (i) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal in number to the value of the Final Shortfall (determined by multiplying the "Final Makegood"percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that, if that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the Final Shortfall is equal to a number expiration of Impressions which is more than [the Initial Term. ***] 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* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IMPRESSIONS COMMITMENT. During the Initial Term, AOL shall deliver a minimum ---------------------- of [** Impressions ( **] Impressions which link * ) to the Co-Branded Entry Page MP through the Promotions in accordance with Exhibit A and the timelines set ------- - forth therein (the "Impressions Commitment"). The , of which a minimum of ** Impressions targets specified will be delivered to the Tier I Promotions, a minimum of ** Impressions will be delivered to the Tier II Promotions, and a minimum of ** Impressions will be delivered to the Tier III Promotions, as such Tiers are described on Exhibit A are A. Notwithstanding the minimum amount of foregoing, in the event that AOL overdelivers Impressions to the Tier I Impressions, the excess Impressions may be --------- provided by AOL. The parties will determine annuallycounted toward the Tier II and Tier III totals and in the event that AOL overdelivers Impressions to the Tier II Promotions, beginning March 1, 2001, whether such Impressions may count toward 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 shortfallTier III totals. 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 willwill provide MP, within ninety days as its sole remedy, with either (a) a continuation of some or all of the end Promotions until the Final Shortfall has been delivered, or (b) advertising placements through Run Of Service advertising on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Term, provide MP with Impressions equal in number to the Final Shortfall (determined by multiplying the "Final Makegood"percentage of Impressions that were not delivered by the total, guaranteed payment provided for below); provided, however, that, if the Final Shortfall is equal . ------------------- ** The material deleted has been omitted pursuant to a number request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of Impressions which is more than [***] percent ([***]%) of the total Impressions to be delivered hereunder in that year1934, thenas amended, 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 and has been filed separately 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 productsCommission.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver a minimum ---------------------- of [****] Impressions which link set forth in the respective Carriage Plans to the Co1-Branded Entry Page 800-FLOWERS through the Promotions in accordance with Exhibit A and the timelines set ------- - forth therein (the "Impressions Commitment"); which Impressions shall be commensurate with the [****] goals set forth in Section 1.1. The Impressions targets specified on Exhibit A are Parties expressly acknowledge and agree that AOL has not made and will not make any guarantees regarding click-throughs or the minimum amount of Impressions ability to be --------- provided reach or exceed any Transaction Revenue goals or thresholds. In the event that, 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 Year, AOL does not reach the Term will Annual Impressions Target for such Year as set forth on Exhibit A hereto (a "Shortfall"), (i) such Shortfall shall not be deemed a breach of the Agreement by AOL, but instead shall be added to the Annual Impressions Target for the subsequent Year and (ii) the Impressions Commitment shall be increased (subject to the AOL so long as Setoff Right) by [****] Impressions (the "Shortfall Penalty") for each Year in which any such Shortfall exists. With respect to the Annual Impressions Targets specified on Exhibit A, AOL promptly takes shall not be obligated to provide Impressions in excess of any Annual Impressions Target in any Year. In the event AOL provides Impressions in excess of any Annual Impressions Target in any Year during the Initial Term (the "Excess Impressions"), AOL shall have the right to credit any such Excess Impressions (the "AOL Setoff Right") against any future Shortfall solely for purposes of determining the applicability of any Shortfall Penalty (e.g., AOL would have the right to credit [****] of Excess Impressions in Year 1 against a Shortfall of [****] in Year 3 such that AOL would not be required to pay any Shortfall Penalty due to such Year 3 Shortfall, and the remaining [****] Excess Impressions would be available to credit against any Shortfall of up to [****] Impressions in Year 4 solely for purposes of determining the applicability of any Shortfall Penalty in Year 4); PROVIDED, HOWEVER, that AOL will use commercially reasonable action efforts to remedy deliver the situation Impressions in accordance with comparable Impressions. If a significant shortfall continues after six (6) months, either party may invoke the dispute resolution procedures target amounts set forth on Exhibit A hereto. **** Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. In the event that 1-800-FLOWERS requests that AOL reduce its promotional commitments hereunder in Section 7 any Year of the Term, and as a result, AOL fails to fashion satisfy the Annual Impressions Target in such Year, then AOL shall not be responsible for the delivery of such Shortfall, and the Impressions Commitment shall not be increased by the Shortfall Penalty. Within thirty (30) days following any Year of the Initial Term (other than the final Year thereof) in which there is a strategy reasonably acceptable Shortfall in Impressions, the Parties shall meet to MP discuss the means by which AOL will attempt to alleviate rectify such continuing significant shortfallShortfall in the subsequent Year. In the event there is a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL willshall provide 1-800-FLOWERS (as 1-800-FLOWERS's sole remedy), within ninety days during the greater of (x) the [****]month period immediately following the expiration of the end Initial Term or (y) the period in which it would require AOL to deliver the Final Shortfall to 1-800-FLOWERS at a rate not to exceed [****] per month (collectively, the "Make-Whole Period") and as 1-800-FLOWERS' sole remedy, with comparable promotional placements for the same number of the Term, provide MP with Impressions (equal in number to the Final Shortfall Shortfall) in the same Tiers on the applicable AOL Properties (as mutually agreed upon by the "Final Makegood"Parties); provided, however, that, if the Final Shortfall is equal PROVIDED that AOL shall not deliver to a number of Impressions which is 1-800-FLOWERS more than [****] percent Impressions of any such Final Shortfall in any one ([***]%1) month of the total Impressions to be delivered hereunder in that yearMake-Whole Period, then, unless otherwise agreed upon written notice delivered to AOL within five (5) days of by 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 productsParties.

IMPRESSIONS COMMITMENT. 1.2.1. During the Term, AOL shall deliver a minimum ---------------------- of [* Impressions (***] Impressions which link ) to the Co-Branded Entry Page MP through the Promotions in accordance with described on Exhibit A and the timelines set ------- - forth therein (the "Promotions 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 (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. will be in AOL's reasonable judgment) a shortfall in the Promotions Impressions Commitment as of the end of the Initial Term (a "Final Promotions Shortfall"), AOL willwill provide MP, within ninety days as MP's sole remedy, with one of the end following three remedies: (a) continuation of Promotions until such time as the Final Promotions Shortfall has been delivered, (b) an advertising credit equal to the value of the TermFinal Promotions Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payment provided for in Section 4.1 below) to be used to purchase (subject to availability) inventory within the Levels described on Exhibit A at the CPMs specified therein for each Level, or (c) a refund of a pro rata portion of the payments made pursuant to Section 4.1 equal to the value of the Final Promotions Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payment provided for in Section 3.1 below). In the event of a Final Promotions Shortfall, AOL shall promptly provide MP with written notice of the Final Promotions Shortfall and AOL shall determine, in its sole discretion, which of the remedies set forth in the foregoing sentence shall be provided to MP. In the event that AOL selects remedy (a) or (b) set forth above, AOL shall deliver the Final Impression Shortfall to MP within six (6) months following the expiration of the Initial Term. At least * (*) Impressions equal in number shall be delivered to the Final Shortfall main screen of the vehicles department of Classifieds Plus (the "Final MakegoodClassifieds Plus Sponsorship Impressions Commitment") and at least * Impressions (*) shall be delivered to the main screen of the Decision Guide Affiliated Site (the "DGAS Sponsorship Impressions Commitment"); 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, 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 With respect to the *** CONFIDENTIAL MATERIAL REDACTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY Impressions targets specified on Exhibit A are the minimum amount of Impressions to be --------- provided by AOL. The parties will determine annuallyA, 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 AOL will not be deemed a breach obligated to provide in excess 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 any Impressions target amounts in Section 7 to fashion a strategy reasonably acceptable to MP to alleviate such continuing significant shortfallany 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 willwill provide SmartAge, within ninety days as its sole remedy, with one of the end following (at AOL's option): (a) an extension of the Termexisting promotional obligations hereunder (i.e., provide MP promoting the Co-Branded Sites consistent with the terms hereof, e.g., as in Exhibit A hereto, subject to availability as determined by AOL in its discretion) (provided that SmartAge shall not be required to pay additional carriage fees to AOL for such an extension) until the Impressions equal in number Commitment has been satisfied, up to the Final Shortfall a maximum of six (the "Final Makegood"); provided6) months, however, that, at which time if the Final Shortfall is equal to Impressions Commitment still has not been satisfied then AOL will provide SmartAge, as its sole remedy, with a number *** of Impressions which is more than [a *** of the *** set forth in Section *** (not including the *** described in Section ***] percent ([, which for purposes of this section shall be *** at ***]%) ), to the extent that AOL has actually *** such *** from SmartAge and such *** remain *** at the time of *** (i.e., a *** of the total *** has not been *** at the time of ***), or (b) Comparable Promotional Placements until the Impressions to be delivered hereunder in that yearCommitment has been satisfied. Except as otherwise set forth herein or otherwise mutually agreed, then, upon written notice delivered to AOL within five (5) days of after the end of the Term, MP shall be entitled to receive in lieu of the Final Makegood, a refund of the Payment, calculated Co-Branded Sites have been created and launched in accordance with the Pro-Rata Refund Formula. The Parties agree that in each year during the term of this Agreement [Agreement, AOL will use good faith efforts to distribute Impressions to *** and *** (excluding any *** or ***] percent ([) *** on a *** basis, over the course of the Initial Term, provided that the Parties understand that such *** may be affected by such factors as *** and ***]%) 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 Initial Term, AOL shall deliver a minimum ---------------------- of [***] Impressions which link to the Co-Branded Entry Page MP through the Promotions in accordance with Exhibit A and the timelines set ------- - forth therein (the "Impressions Commitment"). The AOL shall use commercially reasonable efforts to deliver the Impressions Commitment in accordance with the monthly targets specified on in Exhibit A are A; provided, however, that in the minimum amount event that AOL -------- ------- delivers, in any quarter, less than [*] percent (*%) of Impressions to be --------- provided by AOL. The parties will determine annuallythe relevant portion (i.e., beginning March 1, 2001, whether the actual Impressions sum of the monthly targets for the immediately preceding year were metrespective quarter) of the Impressions Commitment to be delivered in such quarter pursuant to Exhibit A hereto (a "Quarter Shortfall"), and then such Quarter Shortfall shall be added to the Impressions target for the subsequent quarter (the "Revised Impressions Target"); provided, -------- further, that in the event that AOL fails to meet the Revised ------- Impressions Target in the next subsequent quarter (a "Secondary Shortfall"), then the Impressions Commitment shall be increased by [*] times the amount of any such Secondary Shortfall. Any shortfall in Impressions at the end of any year during the Term will such quarter shall not be deemed a breach of the Agreement by AOL. With respect to the Impressions targets specified on Exhibit A hereto, AOL so long as AOL promptly takes commercially reasonable action shall not be obligated 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 provide in Section 7 to fashion a strategy reasonably acceptable to MP to alleviate such continuing significant shortfallexcess of any Impressions target amounts in any year. In the event there is a shortfall AOL provides an excess of any annual Impressions target amounts 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 any year, then, upon written notice delivered to AOL within five (5) days of the end of Impressions target for the Term, MP subsequent year shall be entitled reduced by the amount of such windfall. * Confidential treatment has been requested with respect to receive certain information contained in lieu of this document. Confidential portions have been omitted from the Final Makegood, a refund of the Payment, calculated in accordance public filing and have been filed separately 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 Securities and not more than [***] percent ([***]%) of the Impressions may include references to MP Products other than traditional grocery store productsExchange Commission.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver a minimum ---------------------- of [***] * Impressions which link to the Co1-Branded Entry Page 800-FLOWERS 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 In the minimum amount of Impressions to be --------- provided event that, 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 Year, AOL does not reach the Term will Annual Impressions Target for such Year as set forth on Exhibit A hereto (a "Shortfall"), (i) such Shortfall shall not be deemed a breach of the Agreement by AOL, but instead shall be added to the Annual Impressions Target for the subsequent Year and (ii) the Impressions Commitment shall be increased (subject to the AOL so long as Setoff Right) by *** Impressions (the "Shortfall Penalty") for each Year in which any such Shortfall exists. With respect to the Annual Impressions Targets specified on Exhibit A, AOL promptly takes shall not be obligated to provide Impressions in excess of any Annual Impressions Target in any Year. In the event AOL provides Impressions in excess of any Annual Impressions Target in any Year during the Initial Term (the "Excess Impressions"), AOL shall have the right to credit any such Excess Impressions (the "AOL Setoff Right") against any future Shortfall solely for purposes of determining the applicability of any Shortfall Penalty (e.g., AOL would have the right to credit *** of Excess Impressions in Year 1 against a Shortfall of *** in Year 3 such that AOL would not be required to pay any Shortfall Penalty due to such Year 3 Shortfall, and the remaining *** Excess Impressions would be available to credit against any Shortfall of up to *** Impressions in Year 4 solely for purposes of determining the applicability of any Shortfall Penalty in Year 4); PROVIDED, HOWEVER, that AOL will use commercially reasonable action efforts to remedy deliver the situation Impressions in accordance with comparable Impressions. If a significant shortfall continues after six (6) months, either party may invoke the dispute resolution procedures target amounts set forth on Exhibit A hereto. In the event that 1-800-FLOWERS requests that AOL reduce its promotional commitments hereunder in Section 7 any Year of the Term, and as a result, AOL fails to fashion satisfy the Annual Impressions Target in such Year, then AOL shall not be responsible for the delivery of such Shortfall, and the Impressions Commitment shall not be increased by the Shortfall Penalty. Within thirty (30) days following any Year of the Initial Term (other than the final Year thereof) in which there is a strategy reasonably acceptable Shortfall in Impressions, the Parties shall meet to MP discuss the means by which AOL will attempt to alleviate rectify such continuing significant shortfallShortfall in the subsequent Year. In the event there is a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL willshall provide 1-800-FLOWERS (as 1-800-FLOWERS's sole remedy), within ninety days during the greater of (x) the *** month period immediately following the expiration of the end Initial Term or (y) the period in which it would require AOL to deliver the Final Shortfall to 1-800-FLOWERS at a rate not to exceed *** per month (collectively, the "Make-Whole Period") and as 1-800-FLOWERS' sole remedy, with comparable promotional placements for the same number of the Term, provide MP with Impressions (equal in number to the Final Shortfall Shortfall) in the same Tiers on the applicable *** Confidential treatment has been requested for this portion pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. AOL Properties (as mutually agreed upon by the "Final Makegood"Parties); provided, however, that, if the PROVIDED that AOL shall not deliver to 1-800-FLOWERS more than *** Impressions of any such Final Shortfall is equal to a number of Impressions which is more than [***] percent in any one ([***]%1) month of the total Impressions to be delivered hereunder in that yearMake-Whole Period, then, unless otherwise agreed upon written notice delivered to AOL within five (5) days of by 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 productsParties.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver a minimum ---------------------- of [***] Impressions which link With respect to the Co-Branded Entry Page through the Promotions Impressions Commitment specified above, 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 Initial Term (a "Final Shortfall"), and provided that MP shall not have recouped the payments due pursuant to Section 4.1, AOL will, within ninety days of shall extend the end of the Term, provide MP with Impressions equal in number to the Final Shortfall Initial Term (the "Final MakegoodExtension Period") [*] Except for the quarter immediately following the Effective Date, AOL shall use commercially reasonable efforts to deliver the Impressions provided for herein [*] of the AOL Exclusivity Period and the XXX.xxx Exclusivity Period, provided that with respect to the AOL Service Promotions, MP does not select an unusual or unreasonable combination of demographic variables (in relation to the demographic makeup of the overall AOL Service audience) which prevents AOL from materially complying with the foregoing. 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 Impressions required hereunder during such period of non-compliance (the "Non-Compliance Period"), then, to the extent AOL is not at fault for such non-compliance, AOL shall have the right to reduce the Impressions Commitment, on a pro-rata basis, during the Non-Compliance Period (e.g., if the Non-Compliance Period extends for a period of two (2) months, then AOL shall reduce the Impressions Commitment by an amount equal to the product of two (2) times the Impressions Commitment divided by thirty seven (37)); provided, however, thatthat prior to the imposition of such reduction, if AOL shall notify MP of such non-compliance and provide MP with a reasonable period (not to exceed thirty (30) days) in which to remedy 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 yearnon-compliance, 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 reasonable assistance 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 productsAOL, as appropriate.