Common use of IMPRESSIONS COMMITMENT Clause in Contracts

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 Term, approximately [* * *] of the Impressions Commitment during the first full year of the Term, and one hundred percent (100%) of the Impressions Commitment during the entire Term; provided that if AOL fails to achieve any such percentage target despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a shortfall in either of the first two percentage targets in the following six month period.

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 CONFIDENTIAL [* * *] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Execution Copy 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- 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 Term, approximately [* * *] of the Impressions Commitment [* * *] during the first full year [* * *] of the Term, and one hundred percent (100%) [* * *] of the Impressions Commitment [* * *] during the entire Term[* * *]; provided that if AOL fails to achieve any such percentage target [* * *] despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a shortfall [* * *] in either of the first two percentage targets [* * *] in the following six month period[* * *].

IMPRESSIONS COMMITMENT. During In the Termevent AOL delivers the impression commitment provided for hereunder prior to the Display Stop Date, AOL may, at its option, discontinue display of Non-Permanent Advertisements at such earlier time; PROVIDED, HOWEVER, that AOL shall deliver [* * *] Impressions not discontinue any Permanent Advertisements prior to the Co-Branded Site through the Promotions (the "Impressions Commitment"), except as otherwise Display Stop Date set forth herein for such Permanent Advertisements. Any guarantees are to impressions (e.g.as measured by AOL in accordance with its standard methodologies and protocols), 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"click-good commitment set forth below in this Section 1.2. throughs." In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions impressions as of the end of the Initial Term (including with respect to the Integrated Impressions) a display period (a "Final Shortfall"), such Shortfall shall not be considered a breach of the Agreement by AOL: instead, AOL will Execution Copy provide Onviawill, as its Advertiser's sole remedy remedy, either (other than i) provide Advertiser with "makegood" impressions through comparable advertisement placements which have a total value, based on AOL's then-current advertising rate card, equal to the pro rata refund provided for later value of such Shortfall or (ii) extend the Advertiser's promotion in this Section 1.2), with an extension of its existing promotional obligations hereunder (i.e. promoting integrated areas until such time as the Co- Branded Site consistent with the terms hereof, e.g., Exhibit A hereto) until the Impressions Commitment impressions Shortfall has been satisfieddelivered; PROVIDED, up HOWEVER, that in the event that AOL fails to a maximum of deliver the entire Impressions Shortfall to Advertiser within six (6) months following the expiration of the NPA Initial Term or the PA Initial Term (as the case may be, and Onvia each as defined below), Advertiser shall not be required have the right to pay additional carriage fees for such an extension). In receive a refund equal to the event that portion of the Impressions Commitment still has not been satisfied at the end Shortfall undelivered as 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 date. To the extent that impressions commitments are identified without regard to specific placements, such placements will be as mutually agreed upon by 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 Advertiser during the course of the Initial Termdisplay period. AOL reserves the right, provided that the Parties understand that such consistency may be affected by such factors as seasonality and special offersupon consultation with Advertiser, to alter Advertiser flight dates to accommodate trafficking needs or other operational needs. In additionsuch cases, with respect AOL will make available to all Advertiser reasonably equivalent flights. For the Promotions hereunder avoidance of doubt, any contextual or editorial link to the Licensed Content (as defined below) that is not Advertiser branded (i.e., that do not only the standard, non-integrated, rotating buttons and banners discussed contain an Advertiser Xxxx (as defined in the previous sentenceSection 12 of Exhibit C), AOL will use good faith efforts to deliver approximately [* * *] of the Impressions Commitment during the first six months of the Term, approximately [* * *] of the Impressions Commitment during the first full year of the Term, and one hundred percent (100%) of the Impressions Commitment during the entire Term; provided that if AOL fails to achieve any such percentage target despite good faith efforts to do so, such failure shall not constitute an impression for purposes of this Agreement; PROVIDED, HOWEVER, that on any page EXECUTION VERSION containing (i) a breach hereofPermanent Advertisement or Non-Permanent Advertisement and (ii) an Advertiser-branded contextual or editorial link, but AOL shall use commercially reasonable efforts be credited with no more than one (1) impression per user exposure to make up a shortfall in either of the first two percentage targets in the following six month periodany such page.

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 CONFIDENTIAL [* * *] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Execution Copy 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- 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 Term, approximately [* * *] of the Impressions Commitment during the first full year of the Term, and one hundred percent (100%) of the Impressions Commitment during the entire Term; provided that if AOL fails to achieve any such percentage target despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a shortfall in either of the first two percentage targets in the following six month period.

IMPRESSIONS COMMITMENT. During the Initial Term, AOL shall deliver [* * *] Impressions to the Co-Branded Site MP through the Promotions (the "Impressions Commitment"). AOL shall use commercially reasonable efforts to deliver the Impressions Commitment in accordance with the monthly targets specified in Exhibit A; provided, except as otherwise set forth herein however, that in the event that AOL delivers, in any quarter, less than [*] percent (e.g.*%) of the relevant portion (i.e., Section 3.4 hereof the sum of the monthly targets for the respective quarter) of the Impressions Commitment to be delivered in such quarter pursuant to Exhibit A hereto (a "Quarter Shortfall"), then such Quarter Shortfall shall be added to the Impressions target for the subsequent quarter (the "Revised Impressions Target"); provided, * Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the Integrated Impressionspublic filing and have been filed separately with the Securities and Exchange Commission. EXECUTION VERSION 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 such quarter shall not be deemed a breach of the Agreement by AOL. With respect to the Impressions targets specified on Exhibit AA hereto, AOL will shall not be obligated to provide in excess of any Impressions target amounts in any year. In the event AOL provides an excess of any annual Impressions target amounts in any year, subject to the make-good commitment set forth below in this Section 1.2Impressions target for the subsequent year shall be reduced by the amount of such windfall. 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 shall 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 OnviaMP, as its sole remedy, with one of the following (at AOL's sole discretion): (i) additional comparable promotions equal to the amount of the Final Shortfall; (ii) advertising placements through Run of Service Advertising on the AOL Properties which have a total value, based on the CPM rates specified in Exhibit A, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payments provided for in Section 3.1 of this Agreement); or (iii) a refund of a pro rata percentage equal to the value 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 Term, approximately [* * *] of the Impressions Commitment during the first full year of the Term, and one hundred percent (100%) of the Impressions Commitment during the entire Term; provided that if AOL fails to achieve any such percentage target despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a shortfall in either of the first two percentage targets in the following six month periodFinal Shortfall.