Common use of Impressions Guarantee Clause in Contracts

Impressions Guarantee. AOL shall provide ICP with at least 81,785,000 Impressions for the first year of the Term and 89,963,500 Impressions for the second year of the Term from ICP's presence on the AOL Network (collectively, the "Impressions Guarantee"). AOL shall use reasonable efforts to ensure that the Impressions Guarantee is delivered in relatively consistent amounts over the Term, measured on a quarterly basis, subject to seasonal, customary and other appropriate fluctuations. A minimum of 85% of the Impressions Guarantee shall be generated from the presence of ICP on the screens set forth in Section 1.1, and the remaining Impressions, if any, may be generated from ICP's presence on other appropriate screens on the AOL Network as AOL may determine in its discretion. For the purposes of this Agreement, ICP's presence on an AOL screen shall conform to the specifications set forth on Exhibit D (each, an "ICP Presence"), provided that only screens that contain a link to an ICP Site will count against the Impressions Guarantee. AOL will not be obligated to provide in excess of any of such Impression amounts in any year. In the event AOL provides an excess of any annual Impressions amounts in any year, the Impressions amount for the subsequent year will be reduced by the amount of such excess. Any shortfall in Impressions at the end of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event that the Impressions Guarantee is not met (or will not, in AOL's reasonable judgment, be met) during the Term, at AOL's option either (a) the Term shall be extended for up to six (6) months without additional carriage fees payable by ICP until the Impressions Guarantee is met, (b) AOL shall, from time to time, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), or (c) some combination thereof.

Impressions Guarantee. AOL shall provide ICP with at least 81,785,000 [*] million Impressions for the first per year of the Term and 89,963,500 Impressions for the second year of the Term from ICP's ICP presence on the AOL Network hereunder, as specified on Exhibit C hereto (collectively, the "Impressions Guarantee"). AOL shall use reasonable efforts to ensure that the Impressions Guarantee is delivered in relatively consistent amounts over the Term, measured on a quarterly basis, subject to seasonal, customary and other appropriate fluctuations. A minimum of 85[*]% of the Impressions Guarantee specified on Exhibit C for each screen placement listed thereon (other than the "Other" category to be determined in AOL's discretion, as listed on Exhibit G) shall be generated from the presence of ICP on the screens set forth in Section 1.1relevant screen, and the remaining Impressionsimpressions, if any, may be generated from ICP's presence on other appropriate screens on the AOL Network as AOL may determine in its discretiondiscretion (e.g., for the placement of "Parent Soup" on the Families Screen, AOL shall provide ICP with a minimum of [*] Impressions from "Parent Soup's" presence on the Families Screen, and the remaining [*] Impressions, if any, may be generated from ICP's presence on other appropriate screens). For the purposes of this AgreementSection, ICP's ICP presence on an AOL screen shall conform to the specifications set forth on Exhibit D (each, an "ICP Presence")E, provided that only screens that contain a link to an ICP Site or a Welcome Mat (or any portion thereof) will count against the Impressions Guarantee. AOL will not be obligated The Term with respect to provide in excess of any of such Impression amounts in any year. In the event AOL provides an excess of any annual Impressions amounts in any year, the Impressions amount for the subsequent year will be reduced by the amount of such excess. Any shortfall in Impressions at the end placement of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event that the Impressions Guarantee is not met (or will not, in AOL's reasonable judgment, be met) during the Term, at AOL's option either (a) the Term particular ICP property shall be extended for up to six (6) months without additional carriage fees payable by ICP until the relevant Impressions Guarantee is met, (b) AOL shall, from time to time, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), or (c) some combination thereof.

Impressions Guarantee. AOL shall provide ICP with at least 81,785,000 Impressions for the first year of the Term and 89,963,500 Impressions for the second year of the Term *** OR *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS INFORMATION *** from ICP's presence on the AOL Network (collectively, the "Impressions Guarantee"). AOL shall use reasonable efforts to ensure that the Impressions Guarantee is delivered in relatively consistent amounts over the Term, measured on a quarterly basis, subject to seasonal, customary and other appropriate fluctuations. A minimum of 85% of the Impressions Guarantee shall be generated from the presence of ICP on the screens set forth in Section 1.1, and the remaining Impressions, if any, may be generated from ICP's presence on other appropriate screens on the AOL Network as AOL may determine in its discretion. For the purposes of this Agreement, ICP's presence on an AOL screen shall conform to the specifications set forth on Exhibit D (each, an "ICP Presence"), provided that only screens that contain a link to an the Online Area, ICP Internet Site or a Welcome Mat will count against the Impressions Guarantee. AOL will not be obligated to provide in excess of any of such Impression amounts in any year. In the event AOL provides an excess of any annual Impressions amounts in any year, the Impressions amount for the subsequent year will be reduced by the amount of such excess. Any shortfall in Impressions at the end of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event that the Impressions Guarantee is not met (or will not, in AOL's reasonable judgment, be met) during the Term, at AOL's option either (a) the Term shall be extended for up to six (6) months without additional carriage fees payable by ICP until the Impressions Guarantee is met, provided that any Impressions counted against the Impressions Guarantee during such extended Term shall be generated from ICP's presence within the Entertainment channel of the AOL Network (or any specific successor(s) thereof) or other screens mutually agreed upon by the Parties, or (b) AOL shall, from time to time, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), provided that any Impressions counted against the Impressions Guarantee during such extended Term shall be generated from ICP's presence within the Entertainment channel of the AOL Network (or any specific successor(s) thereof) or other screens mutually agreed upon by the Parties, or (c) some combination thereof.

Impressions Guarantee. AOL 3.4.1 The "Impressions Guarantee" shall provide ICP with at least 81,785,000 mean [*Confidential Treatment Requested*] Impressions for the first per year of the Term Initial Term. A minimum of [*Confidential Treatment Requested*] Impressions (the "Intermediate Threshold") from the Impressions Guarantee shall be generated by placement and/or promotion of Infonautics within the "Research and 89,963,500 Impressions for Learn Channel," the second year of the Term from ICP's presence on the AOL Network "WorkPlace Channel," or any specific successors thereof (collectively, the "Impressions GuaranteePrimary Channels"). AOL shall use reasonable efforts to ensure that the Impressions Guarantee is delivered in relatively consistent amounts over the Term, measured on a quarterly basis, subject to seasonal, customary and other appropriate fluctuations. A minimum of 85% The remainder of the Impressions Guarantee shall be generated from by placement and/or promotion of Infonautics within either or both of the presence Primary Channels and/or any of ICP on the screens set forth in Section 1.1Other Areas. The "Other Areas" shall mean the "News," "Entertainment," "Computing," "Personal Finance," "Health," and "Families" Channels, the "Find" feature, and the remaining Impressions"Welcome" area, if any, may be generated from ICP's presence on other appropriate screens on the AOL Network as AOL may determine in its discretionor any specific successors thereof. For the purposes of this Agreement, ICP's presence on an AOL screen shall conform to the specifications set forth on Exhibit D (each, an "ICP Presence"), provided that only screens that contain a link to an ICP Site will count against the Impressions Guarantee. 3.4.2 AOL will not be obligated to provide Impressions in excess of any of such Impression amounts in any year. In the event AOL provides an excess of any annual Impressions amounts in any year, the Impressions amount for Guarantee, so long as the subsequent year will be reduced by the amount of such excessIntermediate Threshold is met. Any shortfall in Impressions from the Impressions Guarantee and/or the Intermediate Threshold at the end of a year will not be deemed a breach of this Agreement by AOL; instead any such shortfall will from the Impressions Guarantee shall be added to the Impressions target Guarantee for the subsequent year and any such shortfall from the Intermediate Threshold shall be added to the Intermediate Threshold for the subsequent year. In the event ; provided, however, that the Impressions Guarantee is not met (or will not, in AOL's reasonable judgment, be met) from time to time during the Initial Term, at AOL's option either option, AOL may make up (a) any shortfall in Impressions from the Impressions Guarantee (or any portion thereof) in accordance with clause (ii) of Section 3.4.3 and/or (b) any shortfall in Impressions from the Intermediate Threshold (or any portion thereof) in accordance with clause (ii) of Section 3.4.4. 3.4.3 In the event there is a shortfall in Impressions from the Impressions Guarantee as of the end of the Initial Term shall be extended (a "Guarantee Final Shortfall"), AOL will provide Infonautics, as its sole remedy, with either (i) an extension of the Initial Term for up to six (6) months without additional carriage placement fees payable by ICP Infonautics until the Impressions Guarantee is met, (bii) AOL shalladvertising placements in either or both of the Primary Channels and/or any of the Other Areas which shall have a total value, from time to timebased on AOL's then-current advertising rate card, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value equal to the undelivered Impressions (as reasonably determined by AOL)value of the Guarantee Final Shortfall [*Confidential Treatment Requested*], or (ciii) some combination thereof, at AOL's option. 3.4.4 In the event there is a shortfall in Impressions from the Intermediate Threshold as of the end of the Initial Term (an "Intermediate Threshold Final Shortfall"), AOL will provide Infonautics, as its sole remedy, with either (i) an extension of the Initial Term for up to six (6) months without additional placement fees payable by Infonautics until the Intermediate Threshold is met, (ii) advertising placements in either or both of the Primary Channels and/or any of the Other Areas which shall have a total value, based on AOL's then-current advertising rate card, equal to [*Confidential Treatment Requested*] of the value of the Intermediate Threshold Final Shortfall [*Confidential Treatment Requested*], or (iii) some combination thereof, at AOL's option.

Impressions Guarantee. AOL shall provide ICP with at least 81,785,000 [*] Impressions for the first year of the Term and 89,963,500 [*] Impressions for the second year of the Term from ICP's presence on the AOL Network (collectively, the "Impressions Guarantee"). AOL shall use reasonable efforts to ensure that the Impressions Guarantee is delivered in relatively consistent amounts over the Term, measured on a quarterly basis, subject to seasonal, customary and other appropriate fluctuations. A minimum of 85[*]% of the Impressions Guarantee shall be generated from the presence of ICP on the screens set forth in Section 1.1, and the remaining Impressions, if any, may be generated from ICP's presence on other appropriate screens on the AOL Network as AOL may determine in its discretion. For the purposes of this Agreement, ICP's presence on an AOL screen shall conform to the specifications set forth on Exhibit D (each, an "ICP Presence"), provided that only screens that contain a link to an ICP Site will count against the Impressions Guarantee. AOL will not be obligated to provide in excess of any of such Impression amounts in any year. In the event AOL provides an excess of any annual Impressions amounts in any year, the Impressions amount for the subsequent year will be reduced by the amount of such excess. Any shortfall in Impressions at the end of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event that the Impressions Guarantee is not met (or will not, in AOL's reasonable judgment, be met) during the Term, at AOL's option either (a) the Term shall be extended for up to six (6) months without additional carriage fees payable by ICP until the Impressions Guarantee is met, (b) AOL shall, from time to time, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), or (c) some combination thereof.