Common use of Changes in Service Areas Clause in Contracts

Changes in Service Areas. (a) QC may update Exhibit A on a regular basis by written notice to Publisher, and the rights and obligations of this Agreement will extend to any new, altered or changed local telephone service areas of QC within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) months following written notice from QC regarding the addition of any service area to include QC's listings from such service area in a Primary Directory without being in violation of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, extend to any geographic area (i) that QC expands into as a CLEC or (ii) in which QC becomes the incumbent local exchange carrier (the "ILEC") as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC. (b) If QC intends to cease providing local telephone service in a geographic area within any Service Area, QC will advise Publisher as soon as practicable (and, in any event, no later than the date on which this information may be made public). Upon QC ceasing to provide local telephone service in a geographic area, Publisher will no longer have any obligation under this Agreement to Publish Primary Directories for that geographic area; provided, however, that Publisher will Publish any Primary Directories scheduled to be issued within one year of QC ceasing such service if required by any Legal Requirement. (c) Notwithstanding Section 3.10(b), if QC exits Service Area(s) in the Publisher Region as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, or (iii) any other agreement with any third party pursuant to which such Person will provide local Publishing Agreement for Official Listing/Directories Execution Copy

Changes in Service Areas. (a) QC SureWest may update Exhibit A on a regular basis Schedule 1.1 from time to time by written notice to Publisher, and from and after the date that is sixty (60) days after the date SureWest provides such notice the rights and obligations of this Agreement will shall extend to any new, altered or changed local telephone service areas Service Areas, unless Publisher notifies SureWest in writing within sixty (60) days of QC receiving such notice from SureWest that Publisher has determined in good faith that the cost benefit analysis related to complying with Publisher's related obligations hereunder would not weigh in favor of Publisher expanding its obligations hereunder in respect of such additional Service Areas. Subject to the prior sentence, as soon as practicable, but in any event within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) 24 months following written notice from QC SureWest regarding the addition of any service area Service Area to Schedule 1.1, or such shorter period as is Legally Required, Publisher shall include QCSureWest's listings from such service area Service Area in a Primary Directory without being in violation Directory. Without limiting the generality of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, shall not extend to any geographic area (i) that QC SureWest expands into as a CLEC or (ii) in which QC a SureWest Affiliate becomes the incumbent local exchange carrier (the "ILEC") as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC, unless SureWest or a SureWest Affiliate elects to add such geographic area to Schedule 1.1. (b) If QC intends a SureWest Affiliate decides to cease providing local telephone service in a geographic area within any Service Area, QC will SureWest shall advise Publisher as soon as practicable (andof such decision, in any eventprovided that SureWest shall have no obligation hereunder to disclose material, no later than the date on which this information may be made public)non-public information. Upon QC such SureWest Affiliate ceasing to provide local telephone service in a any geographic area, Publisher will shall no longer have any obligation under this Agreement to Publish Primary Directories White Pages or Yellow Pages for that such geographic area; provided, however, that Publisher will shall be obligated to Publish the next issue of any Primary Directories White Pages scheduled to be issued within one year of QC such SureWest Affiliate ceasing such service if required by any Legal RequirementLegally Required. (c) Notwithstanding Section 3.10(b3.8(b), if QC exits a SureWest Affiliate ceases to provide local telephone service in all or any portion of any Service Area(s) in the Publisher Region Area as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, lines or (iii) any other agreement with any third party pursuant to which such Person will shall provide local Publishing telephone service in lieu of such SureWest Affiliate in such Service Area, and, in any of the foregoing cases, such event does not constitute a Change of Control of SureWest: (A) SureWest shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, binding agreements on terms equivalent in all material respects to those contained in this Agreement, the Non-Competition Agreement, the Licensing Agreement for Official Listing/Directories Execution Copyand the Listings License Agreement with respect to the relevant Service Area and (B) neither Publisher nor SureWest shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.

Changes in Service Areas. (a) QC Spinco may update Exhibit A on a regular basis Schedule 1.1B from time to time by written notice to Publisher, and from and after the date that is 60 days after the date Spinco provides such notice the rights and obligations of this Agreement will shall extend to any new, altered or changed local telephone service areas Service Areas, unless Publisher notifies Spinco in writing within 60 days of QC receiving such notice from Spinco that Publisher has determined in good faith that the costs related to complying with Publisher's related obligations hereunder would exceed the benefits to Publisher of obtaining the rights set forth in the Branding Agreement and Non-Competition Agreement for such Service Areas. As soon as practicable, but in any event within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) 24 months following written notice from QC Spinco regarding the addition of any service area Service Area to Schedule 1.1B, or such shorter period as is Legally Required, Publisher shall include QCSpinco's listings from such service area Service Area in a Primary Directory without being in violation Directory. Without limiting the generality of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, shall not extend to any geographic area (i) that QC Spinco expands into as a CLEC or (ii) in which QC Spinco becomes the incumbent local exchange carrier (the "ILEC") as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC., unless Spinco elects to add such geographic area to Schedule 1.1B. (b) If QC intends Spinco decides to cease providing local telephone service in a geographic area within any Service Area, QC will Spinco shall advise Publisher as soon as practicable (andof such decision, in any eventprovided that Spinco shall have no obligation hereunder to disclose material, no later than the date on which this information may be made public)non-public information. Upon QC Spinco ceasing to provide local telephone service in a any geographic area, Publisher will shall no longer have any obligation under this Agreement to Publish Primary Directories White Pages for that such geographic area; provided, however, that Publisher will shall be obligated to Publish the next issue of any Primary Directories White Pages scheduled to be issued within one year of QC Spinco ceasing such service if required by any Legal RequirementLegally Required. (c) Notwithstanding Section 3.10(b3.8(b), if QC exits Spinco ceases to provide local telephone service in all or any portion of any Service Area(s) in the Publisher Region Area as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, lines or (iii) any other agreement with any third party pursuant to which such Person will shall provide local Publishing telephone service in lieu of Spinco in such Service Area, and, in any of the foregoing cases, such event does not constitute a Change of Control of Spinco: (A) Spinco shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, binding agreements on terms equivalent in all material respects to those contained in this Agreement, the Non-Competition Agreement for Official Listing/Directories Execution Copyand the Branding Agreement (but excluding any terms of the Branding Agreement that do not relate to the Section 2(b) License (as defined in the Branding Agreement) or that relate to that portion of the Section 2(b) License that applies to Special Directory Products (or portion thereof as defined in the Branding Agreement)) with respect to the relevant Service Area and (B) neither Publisher nor Spinco shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.

Changes in Service Areas. (a) QC may update Exhibit A on a regular basis by written notice to Publisher, and the rights and obligations of this Agreement will extend to any new, altered or changed local telephone service areas of QC within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) months following written notice from QC regarding the addition of any service area to include QC's listings from such service area in a Primary Directory without being in violation of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, extend to any geographic area (i) that QC expands into as a CLEC or (ii) in which QC becomes the incumbent local exchange carrier (the "ILEC") as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC. (b) If QC intends to cease providing local telephone service in a geographic area within any Service Area, QC will advise Publisher as soon as practicable (and, in any event, no later than the date on which this information may be made public). Upon QC ceasing to provide local telephone service in a geographic area, Publisher will no longer have any obligation under this Agreement to Publish Primary Directories for that geographic area; provided, however, that Publisher will Publish any Primary Directories scheduled to be issued within one year of QC ceasing such service if required by any Legal Requirement. (c) Notwithstanding Section 3.10(b), if QC exits Service Area(s) in the Publisher Region as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, or (iii) any other agreement with any third party pursuant to which such Person will provide local Publishing telephone service in lieu of QC in such Service Area (s), and, in any of the foregoing cases, such event does not constitute a Change of Control: (A) QC will require the acquiring Person to agree in writing (whether as part of the acquisition agreement with QC that provides for Publisher to be a third party beneficiary or in a separate agreement) to assume this Agreement for Official Listing/Directories Execution Copyand the Non-Competition Agreement to the

Changes in Service Areas. (a) QC may update Exhibit A on a regular basis by written notice to Publisher, and the rights and obligations of this Agreement will extend to any new, altered or changed local telephone service areas of QC within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) months following written notice from QC regarding the addition of any service area to include QC's listings from such service area in a Primary Directory without being in violation of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, extend to any geographic area (i) that QC expands into as a CLEC or (ii) in which QC becomes the incumbent local exchange carrier (the "ILEC") as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC. (b) If QC intends to cease providing local telephone service in a geographic area within any Service Area, QC will advise Publisher as soon as practicable (and, in any event, no later than the date on which this information may be made public). Upon QC ceasing to provide local telephone service in a geographic area, Publisher will no longer have any obligation under this Agreement to Publish Primary Directories for that geographic area; provided, however, that Publisher will Publish any Primary Directories scheduled to be issued within one year of QC ceasing such service if required by any Legal Requirement. (c) Notwithstanding Section 3.10(b), if QC exits Service Area(s) in the Publisher Region as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, or (iii) any other agreement with any third party pursuant to which such Person will provide local Publishing telephone service in lieu of QC in such Service Area(s), and, in any of the foregoing cases, such event does not constitute a Change of Control: (A) QC will require the acquiring Person to agree in writing (whether as part of the acquisition agreement with QC that provides for Publisher to be a third party beneficiary or in a separate agreement) to assume this Agreement for Official Listing/Directories Execution Copyand the Non-Competition Agreement to the

Changes in Service Areas. (a) QC Spinco may update Exhibit A on a regular basis Schedule 1.1B from time to time by written notice to Publisher, and from and after the date that is 60 days after the date Spinco provides such notice the rights and obligations of this Agreement will shall extend to any new, altered or changed local telephone service areas Service Areas, unless Publisher notifies Spinco in writing within 60 days of QC receiving such notice from Spinco that Publisher has determined in good faith that the costs related to complying with Publisher’s related obligations hereunder would exceed the benefits to Publisher of obtaining the rights set forth in the Branding Agreement and Non-Competition Agreement for such Service Areas. As soon as practicable, but in any event within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) 24 months following written notice from QC Spinco regarding the addition of any service area Service Area to Schedule 1.1B, or such shorter period as is Legally Required, Publisher shall include QC's Spinco’s listings from such service area Service Area in a Primary Directory without being in violation Directory. Without limiting the generality of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, shall not extend to any geographic area (i) that QC Spinco expands into as a CLEC or (ii) in which QC Spinco becomes the incumbent local exchange carrier (the "“ILEC"”) as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC., unless Spinco elects to add such geographic area to Schedule 1.1B. (b) If QC intends Spinco decides to cease providing local telephone service in a geographic area within any Service Area, QC will Spinco shall advise Publisher as soon as practicable (andof such decision, in any eventprovided that Spinco shall have no obligation hereunder to disclose material, no later than the date on which this information may be made public)non-public information. Upon QC Spinco ceasing to provide local telephone service in a any geographic area, Publisher will shall no longer have any obligation under this Agreement to Publish Primary Directories White Pages for that such geographic area; provided, however, that Publisher will shall be obligated to Publish the next issue of any Primary Directories White Pages scheduled to be issued within one year of QC Spinco ceasing such service if required by any Legal RequirementLegally Required. (c) Notwithstanding Section 3.10(b3.8(b), if QC exits Spinco ceases to provide local telephone service in all or any portion of any Service Area(s) in the Publisher Region Area as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, lines or (iii) any other agreement with any third party pursuant to which such Person will shall provide local Publishing telephone service in lieu of Spinco in such Service Area, and, in any of the foregoing cases, such event does not constitute a Change of Control of Spinco: (A) Spinco shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, binding agreements on terms equivalent in all material respects to those contained in this Agreement, the Non-Competition Agreement for Official Listing/Directories Execution Copyand the Branding Agreement with respect to the relevant Service Area and (B) neither Publisher nor Spinco shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.

Changes in Service Areas. (a) QC Verizon may update Exhibit A on a regular basis Schedule 1.1 from time to time by written notice to Publisher, and from and after the date that is 60 days after the date Verizon provides such notice the rights and obligations of this Agreement will shall extend to any new, altered or changed local telephone service areas Service Areas, unless Publisher notifies Verizon in writing within 60 days of QC receiving such notice from Verizon that Publisher has determined in good faith that the costs related to complying with Publisher’s related obligations hereunder would exceed the benefits to Publisher of obtaining the rights set forth in the Branding Agreement and Non-Competition Agreement for such Service Areas. As soon as practicable, but in any event within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) 24 months following written notice from QC Verizon regarding the addition of any service area Service Area to Schedule 1.1, or such shorter period as is Legally Required, Publisher shall include QC's Verizon’s listings from such service area Service Area in a Primary Directory without being in violation Directory. Without limiting the generality of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, shall not extend to any geographic area (i) that QC Verizon expands into as a CLEC or (ii) in which QC Verizon becomes the incumbent local exchange carrier (the "“ILEC"”) as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC, unless Verizon elects to add such geographic area to Schedule 1.1. (b) If QC intends Verizon decides to cease providing local telephone service in a geographic area within any Service Area, QC will Verizon shall advise Publisher as soon as practicable (andof such decision, in any eventprovided that Verizon shall have no obligation hereunder to disclose material, no later than the date on which this information may be made public)non-public information. Upon QC Verizon ceasing to provide local telephone service in a any geographic area, Publisher will shall no longer have any obligation under this Agreement to Publish Primary Directories White Pages for that such geographic area; provided, however, that Publisher will shall be obligated to Publish the next issue of any Primary Directories White Pages scheduled to be issued within one year of QC Verizon ceasing such service if required by any Legal RequirementLegally Required. (c) Notwithstanding Section 3.10(b3.8(b), if QC exits Verizon ceases to provide local telephone service in all or any portion of any Service Area(s) in the Publisher Region Area as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, lines or (iii) any other agreement with any third party pursuant to which such Person will shall provide local Publishing telephone service in lieu of Verizon in such Service Area, and, in any of the foregoing cases, such event does not constitute a Change of Control of Verizon: (A) Verizon shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, binding agreements on terms equivalent in all material respects to those contained in this Agreement, the Non-Competition Agreement for Official Listing/Directories Execution Copyand the Branding Agreement (but excluding any terms of the Branding Agreement that do not relate to the Section 2(b) License (as defined in the Branding Agreement) or that relate to that portion of the Section 2(b) License that applies to Special Directory Products (or portion thereof as defined in the Branding Agreement)) with respect to the relevant Service Area and (B) neither Publisher nor Verizon shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.

Changes in Service Areas. (a) QC Verizon may update Exhibit A on a regular basis Schedule 1.1B from time to time by written notice to Publisher, and from and after the date that is 60 days after the date Verizon provides such notice the rights and obligations of this Agreement will shall extend to any new, altered or changed local telephone service areas Service Areas, unless Publisher notifies Verizon in writing within 60 days of QC receiving such notice from Verizon that Publisher has determined in good faith that the costs related to complying with Publisher’s related obligations hereunder would exceed the benefits to Publisher of obtaining the rights set forth in the Branding Agreement and Non-Competition Agreement for such Service Areas. As soon as practicable, but in any event within the Publisher Region, including any such service areas that extend outside the Publisher Region by reason of being located on or near the border of the Publisher Region. Publisher will have fifteen (15) 24 months following written notice from QC Verizon regarding the addition of any service area Service Area to Schedule 1.1B, or such shorter period as is Legally Required, Publisher shall include QC's Verizon’s listings from such service area Service Area in a Primary Directory without being in violation Directory. Without limiting the generality of Section 3.1(a). Notwithstanding the foregoing, the rights and obligations of this Agreement will not, without an amendment to this Agreement, shall not extend to any geographic area (i) that QC Verizon expands into as a CLEC or (ii) in which QC Verizon becomes the incumbent local exchange carrier (the "“ILEC"”) as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC., unless Verizon elects to add such geographic area to Schedule 1.1B. (b) If QC intends Verizon decides to cease providing local telephone service in a geographic area within any Service Area, QC will Verizon shall advise Publisher as soon as practicable (andof such decision, in any eventprovided that Verizon shall have no obligation hereunder to disclose material, no later than the date on which this information may be made public)non-public information. Upon QC Verizon ceasing to provide local telephone service in a any geographic area, Publisher will shall no longer have any obligation under this Agreement to Publish Primary Directories White Pages for that such geographic area; provided, however, that Publisher will shall be obligated to Publish the next issue of any Primary Directories White Pages scheduled to be issued within one year of QC Verizon ceasing such service if required by any Legal RequirementLegally Required. (c) Notwithstanding Section 3.10(b3.8(b), if QC exits Verizon ceases to provide local telephone service in all or any portion of any Service Area(s) in the Publisher Region Area as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, lines or (iii) any other agreement with any third party pursuant to which such Person will shall provide local Publishing telephone service in lieu of Verizon in such Service Area, and, in any of the foregoing cases, such event does not constitute a Change of Control of Verizon: (A) Verizon shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, binding agreements on terms equivalent in all material respects to those contained in this Agreement, the Non-Competition Agreement for Official Listing/Directories Execution Copyand the Branding Agreement (but excluding any terms of the Branding Agreement that do not relate to the Section 2(b) License (as defined in the Branding Agreement) or that relate to that portion of the Section 2(b) License that applies to Special Directory Products (or portion thereof as defined in the Branding Agreement)) with respect to the relevant Service Area and (B) neither Publisher nor Verizon shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.