CONSENT LETTER
Exhibit 10.46
CONFIDENTIAL
This Consent Letter executed by GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 0000 Xxxxxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 (“Google”), is effective as of August 19, 2008. For the purposes of this Consent Letter, unless otherwise defined herein, capitalized terms used herein shall have the same meanings set forth in the Existing Agreement (as defined below).
Introduction
AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online, Inc.) with its principal place of business at 00000 XXX Xxx, Xxxxxx, XX 00000, and Google have entered into that certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the “IMA”), as amended by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of December 15, 2003 and all subsequent amendments through and inclusive of that certain Nineteenth Amendment to the Amended and Restated Interactive Marketing Agreement effective as of April 30, 2008, and that certain Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of October 5, 2004 (the IMA and such amendments and addendum, collectively the “Existing Agreement”).
AOL desires to Use on [****], the Search-Based Sponsored Text Links and Content Targeted Text Links [****].
Consent
1. Google hereby consents to: (i) AOL’s Use of Search-Based Sponsored Text Links and Content Targeted Text Links of other Third Party Provider(s) [****] on [****], and (ii) exclude [****] from the [****] obligations of AOL set forth in [****] of the Existing Agreement.
2. Except as modified by this Consent Letter by Google, all terms and conditions of the Existing Agreement shall remain in full force and effect.
GOOGLE INC. | ||
By: | /s/ Xxxxxx Xxxxxx | |
Xxxxxx Xxxxxx | ||
Sr. Director, Strategic Partnerships | ||
Google, Inc. |
Date: |
2008.08.27 11:50:16-07'00' | |
Consent Letter Execution Copy