Common use of Distribution of Smart Pages and City Guides Clause in Contracts

Distribution of Smart Pages and City Guides. (i) Following the Closing, the Parties agree that, except as required by the Pre-existing Commitments set forth in Schedule 4.2(b)(ii) of the Strategic and Marketing Agreement, the Prodigy Portal shall Deliver Smart Pages and any city guide services provided by SBC or its Affiliates (at SBC's sole expense) as the exclusive yellow and white pages and city guide offerings of the Prodigy Portal with no sharing by SBC of revenue with Prodigy or Operating Partnership (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Prodigy or Operating Partnership to any unaffiliated Third Party for the Delivery of similar services on the Prodigy Portal on a non-exclusive basis); provided, that, the foregoing exclusivity shall terminate to the extent and for so long as (x) Operating Partnership determines, based on objective criteria, that Smart Pages or a city guide, as the case may be, functionality has become inferior to competitive products in ways that materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process and SBC has failed to correct such competitive or financial inferiority within six months after written notice from Operating Partnership of such inferiority and intention to add an additional electronic yellow or white pages or city guide or (y) neither SBC nor any of its Affiliates are able to provide such Smart Pages or city guide services. (ii) Following the Closing, in no event shall the Prodigy Portal cease to Deliver Smart Pages or any city guide services of SBC or its Affiliates on the Prodigy Portal. The Parties agree that the operation of Smart Pages and city guide services by SBC (including any future development as an e- commerce mall or other functionality) shall not violate any exclusivity or other obligations of SBC under this Agreement.

Distribution of Smart Pages and City Guides. (i) Following the Closing, the Parties agree that, except as required by the Pre-existing Commitments set forth in Schedule 4.2(b)(ii) of the Strategic and Marketing this Agreement, the Prodigy Portal shall Deliver Smart Pages and any city guide services provided by SBC or its Affiliates (at SBC's sole expense) as the exclusive yellow and white pages and city guide offerings of the Prodigy Portal with no sharing by SBC of revenue with Prodigy or Operating Partnership (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Prodigy or Operating Partnership to any unaffiliated Third Party for the Delivery of similar services on the Prodigy Portal on a non-exclusive basis); provided, that, the foregoing -------- ---- exclusivity shall terminate to the extent and for so long as (x) Operating Partnership determines, based on objective criteria, that Smart Pages or a city guide, as the case may be, functionality has become inferior to competitive products in ways that materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process and SBC has failed to correct such competitive or financial inferiority within six months after written notice from Operating Partnership of such inferiority and intention to add an additional electronic yellow or white pages or city guide or (y) neither SBC nor any of its Affiliates are able to provide such Smart Pages or city guide services. (ii) Following the Closing, in no event shall the Prodigy Portal cease to Deliver Smart Pages or any city guide services of SBC or its Affiliates on the Prodigy Portal. The Parties agree that the operation of Smart Pages and city guide services by SBC (including any future development as an e- commerce mall or other functionality) shall not violate any exclusivity or other obligations of SBC under this Agreement.

Distribution of Smart Pages and City Guides. (i) Following the Closing, the Parties agree that, except as required by the Pre-existing Commitments set forth in Schedule 4.2(b)(ii5.2(b)(ii) of the Strategic and Marketing Agreement, the Prodigy Portal shall Deliver Smart Pages and any city guide services provided by SBC or its Affiliates (at SBC's sole expense) as the exclusive yellow and white pages and city guide offerings of the Prodigy Portal with no sharing by SBC of revenue with Prodigy or Operating Partnership (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Prodigy or Operating Partnership to any unaffiliated Third Party for the Delivery of similar services on the Prodigy Portal on a non-exclusive basis); provided, that, the foregoing exclusivity shall terminate to the extent and for so long as (x) Operating Partnership determines, based on objective criteria, that Smart Pages or a city guide, as the case may be, functionality has become inferior to competitive products in ways that materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process and SBC has failed to correct such competitive or financial inferiority within six months after written notice from Operating Partnership of such inferiority and intention to add an additional electronic yellow or white pages or city guide or (y) neither SBC nor any of its Affiliates are able to provide such Smart Pages or city guide services. (ii) Following the Closing, in no event shall the Prodigy Portal cease to Deliver Smart Pages or any city guide services of SBC or its Affiliates on the Prodigy Portal. The Parties agree that the operation of Smart Pages and city guide services by SBC (including any future development as an e- commerce mall or other functionality) shall not violate any exclusivity or other obligations of SBC under this Agreement.

Distribution of Smart Pages and City Guides. (i) Following the Closing, the Parties agree that, except as required by the Pre-existing Commitments set forth in Schedule 4.2(b)(ii) of the Strategic and Marketing this Agreement, the Prodigy Portal shall Deliver Smart Pages and any city guide services provided by SBC or its Affiliates (at SBC's sole expense) as the exclusive yellow and white pages and city guide offerings of the Prodigy Portal with no sharing by SBC of revenue with Prodigy or Operating Partnership (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Prodigy or Operating Partnership to any unaffiliated Third Party for the Delivery of similar services on the Prodigy Portal on a non-exclusive basis); provided, that, the foregoing exclusivity shall terminate to the extent and for so long as (x) Operating Partnership determines, based on objective criteria, that Smart Pages or a city guide, as the case may be, functionality has become inferior to competitive products in ways that materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process and SBC has failed to correct such competitive or financial inferiority within six months after written notice from Operating Partnership of such inferiority and intention to add an additional electronic yellow or white pages or city guide or (y) neither SBC nor any of its Affiliates are able to provide such Smart Pages or city guide services. (ii) Following the Closing, in no event shall the Prodigy Portal cease to Deliver Smart Pages or any city guide services of SBC or its Affiliates on the Prodigy Portal. The Parties agree that the operation of Smart Pages and city guide services by SBC (including any future development as an e- commerce mall or other functionality) shall not violate any exclusivity or other obligations of SBC under this Agreement.

Distribution of Smart Pages and City Guides. (i) Following the Closing, the Parties agree that, except as required by the Pre-existing Commitments set forth in Schedule 4.2(b)(ii5.2(b)(ii) of the Strategic and Marketing Agreement, the Prodigy Portal shall Deliver Smart Pages and any city guide services provided by SBC or its Affiliates (at SBC's sole expense) as the exclusive yellow and white pages and city guide offerings of the Prodigy Portal with no sharing by SBC of revenue with Prodigy or Operating Partnership (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Prodigy or Operating Partnership to any unaffiliated Third Party for the Delivery of similar services on the Prodigy Portal on a non-exclusive basis); provided, that, the foregoing exclusivity shall terminate to the extent and for so long as (x) Operating Partnership determines, based on objective criteria, that Smart Pages or a city guide, as the case may be, functionality has become inferior to competitive products in ways that materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process and SBC has failed to correct such competitive or financial inferiority within six months after written notice from Operating Partnership of such inferiority and intention to add an additional electronic yellow or white pages or city guide or (y) neither SBC nor any of its Affiliates are able to provide such Smart Pages or city guide services. (ii) Following the Closing, in no event shall the Prodigy Portal cease to Deliver Smart Pages or any city guide services of SBC or its Affiliates on the Prodigy Portal. The Parties agree that the operation of Smart Pages and city guide services by SBC (including any future development as an e- e-commerce mall or other functionality) shall not violate any exclusivity or other obligations of SBC under this Agreement.