Common use of Exceptions and Limitations Clause in Contracts

Exceptions and Limitations. (a) The Buyer Parties and any Applicable Buyer Successors will be deemed not to have engaged in Buyer Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Parties or any Applicable Buyer Successors use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Restricted Activities. (b) Nothing contained in this Agreement will restrict any Affiliate of a Buyer Party or of an Applicable Buyer Successor to the extent that such Affiliate: (i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activities. (c) Nothing contained in this Agreement will prohibit the Buyer Parties or any Applicable Buyer Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Parties' and any Applicable Buyer Successors respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and the Buyer Parties and any Applicable Buyer Successors (and their respective Affiliates) have no effective control over management or policies of such Person. (d) Without limiting any restriction with respect to the Buyer Parties' use of trademarks and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties acknowledge and agree that the Buyer Parties and any Applicable Buyer Successors and its Affiliates will have no restrictions with respect to any Voice Portal Directory.

Exceptions and Limitations. (a) The Buyer Qwest Parties and any Applicable Buyer Qwest Successors and its Affiliates will be deemed not to have engaged in Buyer Qwest Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Qwest Parties or any Applicable Buyer Qwest Successors or its Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Qwest Restricted Activities. (b) Nothing contained in this Agreement The Buyer Parties acknowledge and agree that the Qwest Parties and any Applicable Qwest Successors and its Affiliates will restrict have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any Affiliate brand, other than the brands "Dex" or any combination xxxx of a Buyer Party or "Dex" including "QwestDex", each of an Applicable Buyer Successor which may only be used prior to the extent that such Affiliate: Second Closing Date (i) is not operated jointly with, under common management with or if the Second Closing does not share facilities, sales personnel or other key employees with occur) in the Dex Region under a license from Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activities. (c) Nothing contained in this Agreement will prohibit the Buyer Qwest Parties or any Applicable Buyer Qwest Successors or its Affiliates from publishing or distributing White Pages (as defined in the Publishing Agreement) to the extent permitted or required in the event of a Publishing Order (as defined in the Publishing Agreement), subject and pursuant to the terms and conditions of Section 3.14 of the Publishing Agreement. (d) Nothing contained in this Agreement will restrict any Applicable Qwest Successor from continuing to publish, market, sell or distribute (on its own behalf or on behalf of any third Person) Directory Products in those Service Area(s) in the Publisher Region in which it was conducting any such business at the date of execution of the agreement(s) pursuant to which such Change of Control or disposition transaction occurs; provided, however, that such Applicable Qwest Successor: (i) may not materially expand the geographic scope of such Directory Products within such Service Area(s); and (ii) beginning with the publication of any Directory Product that is printed or otherwise distributed more than fifteen (15) months after the Change of Control or disposition transaction is consummated, the Applicable Qwest Successor may not brand any such Directory Product with the brand used by QC or any successor of QC that is an incumbent local exchange carrier in the Publisher Region in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product. (e) The restrictions in Section 2.1 will cease to apply to any Qwest Party (and its Affiliates) other than QC at such time as such Qwest Party is no longer an Affiliate of QC or any successor of QC. (f) Nothing contained in this Agreement will prohibit the Qwest Parties and any Applicable Qwest Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Qwest Parties' and any Applicable Buyer Successors Qwest Successors' respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and the Buyer Qwest Parties and any or the Applicable Buyer Qwest Successors (and their respective Affiliates) have no effective control over of management or policies of such Person. (dg) Without limiting any restriction with respect to the Buyer Qwest Parties' use of trademarks and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing IP Contribution Agreement, the Qwest Buyer Parties acknowledge and agree that the Buyer Qwest Parties and any Applicable Buyer Qwest Successors and its Affiliates will have no restrictions with respect to any Voice Portal Directory. (h) The Buyer Parties acknowledge and agree that the Qwest Parties and any Applicable Qwest Successors and their Affiliates will have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users in those geographic areas within the Publisher Region in which Publisher is not QC's exclusive official publisher pursuant to clause (ii) of the third sentence of Section 3.10(a) of the Publishing Agreement because after the Effective Date QC becomes the incumbent local exchange carrier in such geographic area 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 incumbent local exchange carrier.

Exceptions and Limitations. (a) The Buyer Parties and any Applicable Buyer Successors will be deemed not to have engaged in Buyer Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Parties or any Applicable Buyer Successors use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Restricted Activities. (b) Nothing contained in this Agreement will restrict any Affiliate of a Buyer Party or of an Applicable Buyer Successor to the extent that such Affiliate: (i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-revenue- sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activities. (c) Nothing contained in this Agreement will prohibit the Buyer Parties or any Applicable Buyer Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Parties' and any Applicable Buyer Successors respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and the Buyer Parties and any Applicable Buyer Successors (and their respective Affiliates) have no effective control over management or policies of such Person. (d) Without limiting any restriction with respect to the Buyer Parties' use of trademarks and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties acknowledge and agree that the Buyer Parties and any Applicable Buyer Successors and its Affiliates will have no restrictions with respect to any Voice Portal Directory.

Exceptions and Limitations. (a) The Buyer Qwest Parties and any Applicable Buyer Qwest Successors and its Affiliates will be deemed not to have engaged in Buyer Qwest Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Qwest Parties or any Applicable Buyer Qwest Successors or its Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Qwest Restricted Activities. (b) Nothing contained in this Agreement The Buyer Parties acknowledge and agree that the Qwest Parties and any Applicable Qwest Successors and its Affiliates will restrict have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any Affiliate brand, other than the brands "Dex" or any combination xxxx of a Buyer Party or "Dex" including "QwestDex", each of an Applicable Buyer Successor which may only be used prior to the extent that such Affiliate: Second Closing Date (i) is not operated jointly with, under common management with or if the Second Closing does not share facilities, sales personnel or other key employees with occur) in the Dex Region under a license from Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activities. (c) Nothing contained in this Agreement will prohibit the Buyer Qwest Parties or any Applicable Buyer Qwest Successors or its Affiliates from publishing or distributing White Pages (as defined in the Publishing Agreement) to the extent permitted or required in the event of a Publishing Order (as defined in the Publishing Agreement), subject and pursuant to the terms and conditions of Section 3.14 of the Publishing Agreement. (d) Nothing contained in this Agreement will restrict any Applicable Qwest Successor from continuing to publish, market, sell or distribute (on its own behalf or on behalf of any third Person) Directory Products in those Service Area(s) in the Publisher Region in which it was conducting any such business at the date of execution of the agreement(s) pursuant to which such Change of Control or disposition transaction occurs; provided, however, that such Applicable Qwest Successor: (i) may not materially expand the geographic scope of such Directory Products within such Service Area(s); and (ii) beginning with the publication of any Directory Product that is printed or otherwise distributed more than fifteen (15) months after the Change of Control or disposition transaction is consummated, the Applicable Qwest Successor may not brand any such Directory Product with the brand used by QC or any successor of QC that is an incumbent local exchange carrier in the Publisher Region in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product. (e) The restrictions in Section 2.1 will cease to apply to any Qwest Party (and its Affiliates) other than QC at such time as such Qwest Party is no longer an Affiliate of QC or any successor of QC. (f) Nothing contained in this Agreement will prohibit the Qwest Parties and any Applicable Qwest Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Qwest Parties' and any Applicable Buyer Successors Qwest Successors' respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and the Buyer Qwest Parties and any or the Applicable Buyer Qwest Successors (and their respective Affiliates) have no effective control over of management or policies of such Person. (dg) Without limiting any restriction with respect to the Buyer Qwest Parties' use of trademarks and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing IP Contribution Agreement, the Qwest Buyer Parties acknowledge and agree that the Buyer Qwest Parties and any Applicable Buyer Qwest Successors and its Affiliates will have no restrictions with respect to any Voice Portal Directory. (h) The Buyer Parties acknowledge and agree that the Qwest Parties and any Applicable Qwest Successors and their Affiliates will have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users in those geographic areas within the Publisher Region in which Publisher is not QC's exclusive official publisher pursuant to clause (ii) of the third sentence of Section 3.1O(a) of the Publishing Agreement because after the Effective Date QC becomes the incumbent local exchange carrier in such geographic area 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 incumbent local exchange carrier.

Exceptions and Limitations. (a) The Buyer Parties Except as provided in Section 2.3(k) hereof, Seller and any Applicable Buyer Seller Successors and their respective Affiliates will be deemed not to have engaged in Buyer Seller Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Parties Seller or any Applicable Buyer Seller Successors or their Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Seller Restricted Activities. (b) Nothing contained in this Agreement Purchaser acknowledges and agrees that Seller and any Applicable Seller Successors and their respective Affiliates will restrict have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any Affiliate of brand, including Directory Products directed principally at a Buyer Party national or of an Applicable Buyer Successor to the extent that such Affiliate: specialized seller (ie.g., manufacturer or distributor) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activitiesmarket. (c) Nothing contained in this Agreement will prohibit the Buyer Parties Seller or any Applicable Buyer Seller Successors or their respective Affiliates from publishing or distributing White Pages (as defined in the Publishing Agreement) to the extent required in the event of a Publishing Order (as defined in the Publishing Agreement) subject and pursuant to the terms and conditions of the Publishing Agreement. (d) Nothing contained in this Agreement will prohibit Seller or any Applicable Seller Successors or their respective Affiliates from the Restricted Activities in the Service Area (as defined in the Publishing Agreement) in the event that (i) Publisher (as defined in the Publishing Agreement) commits a Primary Directory Default (as defined in the Publishing Agreement), and (ii) (A) (1)Publisher fails to discharge the Publishing Obligation with respect to the Primary Directory Default as a result of a force majeure or similar circumstance, or (2) the Publishing Agreement is not assumed by any permitted assignee of Publisher or (B) the Publishing Agreement is terminated by Seller pursuant to Section 6.2(b) of the Publishing Agreement. (e) The restrictions in Section 2.1 will cease to apply to any Affiliate of Seller at such time as such Affiliate is no longer an Affiliate of Seller or any Applicable Seller Successor. (f) Nothing contained in this Agreement will prohibit Seller and any Applicable Seller Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Parties' Seller and any Applicable Buyer Seller Successors respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and Seller or the Buyer Parties and any Applicable Buyer Seller Successors (and their respective Affiliates) have no effective control over of management or policies of such Person. (dg) Without limiting any restriction with respect to the Buyer Parties' use of trademarks Purchaser acknowledges and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties acknowledge and agree agrees that the Buyer Parties Seller and any Applicable Buyer Seller Successors and its their respective Affiliates will have no restrictions with respect to any Voice Portal Directory. (h) Nothing contained in this Agreement shall restrict any Applicable Seller Successor from continuing to publish, market, sell or distribute (on its own behalf or on behalf of any third Person) Directory Products in the Publisher Region in which it was conducting any such business at the date of execution of the agreement(s) pursuant to which such Change of Control or disposition transaction occurs; provided, however, that the Applicable Seller Successor: (i) may not materially expand the geographic scope of such Directory Products within such Service Area(s); and (ii) beginning with the publication of any Directory Product that is printed or otherwise distributed more than 15 months after the Change or Control or disposition transaction is consummated, the Applicable Seller Successors may not brand any such Directory Product with the brand used by Seller or any successor of Seller (other than the Applicable Successor) that is an incumbent local exchange carrier in the Service Areas in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product. (i) Nothing contained in this Agreement shall prohibit Seller or any of its Affiliates from acting as a sales agent or entering into a joint venture, strategic alliance, product bundling, revenue sharing or similar relationship with an entity that is engaged in a Seller Restricted Activity so long as Seller or such Affiliate (it being understood that no Person with which Seller or any of its Affiliates enters into any relationship contemplated by this Section 2.3(i) shall be considered an Affiliate of Seller or any of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Seller Restricted Activity, and there is no use of Confidential Information. (j) Except for engaging in Seller Restricted Activities with respect to an On-Line Directory Product, nothing contained in this Agreement shall (i) prohibit Seller or any of its Affiliates from providing, directly or indirectly, products and services of any kind, delivered or accessed through the Internet, over the telephone network, via CATV system or any other similar methods of transmission, including products or services that are available or accessible in the Publisher Region that contain searchable (e.g. by alphabet letter or category) multiple telephone listings and classified advertisements of Persons doing business and located in the Publisher Region, or (ii) shall prevent Seller or any Affiliate of Seller from transmitting, delivering or distributing over its common carrier or cable television networks any Directory Product of any customer in which it does not hold any ownership or financial interest. (k) Nothing contained in this Agreement shall prohibit a successor or assign of Seller from providing any tangible or intangible telephone directory product consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple wireless or mobile telephone listings and classified advertisements; provided, however, that at such time as Seller or its wireless Affiliate, as applicable, offers a wireless "calling-party-pays" service to its customers, and subject to then-applicable law, Seller shall, or cause such Affiliate to, provide to Purchaser the listings of such customers who consent to publication of their wireless or mobile telephone listing in a Directory Product, which obligation shall not apply to the successors and assigns of Seller or its Affiliates. Notwithstanding the foregoing, any successor or assign will not be required to terminate any Directory Product offering that it already had in the market at the time it succeeded to this Agreement. (l) Except for engaging in Seller Restricted Activities with respect to an On-Line Directory Product, nothing contained in this Agreement shall prohibit Seller or any of its Affiliates from providing any directory assistance, "411" or similar service that delivers information in the form of a voice response (live or automated), text message, web page link or download to a wireless or mobile telephone in response to a user-initiated request. Nothing contained in this Agreement shall restrict Seller from making an acquisition of any business that engages in activities that would, if engaged in by Seller, constitute a violation of the restrictions contained in this Article II, so long as such activities account for less than 20% of the revenues of such business and, within two years of the date of such acquisition, Seller disposes of (including by means of a distribution to its stockholders or placing such business in trust for sale to a third-party) or otherwise ceases, and causes its Affiliates to cease, to engage in such activities, but only to the extent conducted in the Service Areas. (m) The restrictions described in Section 2.1 shall not prevent Seller or its Affiliates from: (i) Subject to Section 2.3(l) above, making an acquisition of any other incumbent local exchange carrier or its parent, or any business that engages in activities that would, if engaged in by Seller, constitute a violation of the restrictions contained in this Article II, so long as such activities account for less than 20% of the revenues of such business; (ii) delivering products and services (other than an On-Line Directory Product) over the Internet (e.g., video-on-demand, music downloads, games, software, portals, web-sites); (iii) operating an Internet shopping site or otherwise offering and selling products and services which may be ordered over the Internet but are not delivered over the Internet; (iv) operating a web-site accessible by end users that includes a search engine (other than an On-Line Directory Product), so long as the search engine results do not consist primarily of classified advertisements that are paid for by advertisers; (v) maintaining a web-site link or portal to a third party operated search engine so long as such third party operated search engine does not consist of an On-Line Directory Product, other than an On-Line Directory Product of Publisher; and (vi) continuing to offer, provide or sell any other product or service of a type offered, provided or sold by Seller or its Affiliates (other than Company) that is not a prohibited Directory Product immediately prior to the Effective Date.

Exceptions and Limitations. (a) The Buyer Parties WIN and any Applicable Buyer WIN Successors (and their respective Affiliates) will be deemed not to have engaged in Buyer WIN Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Parties WIN or any Applicable Buyer WIN Successors or their Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer WIN Restricted Activities. (b) Nothing contained in this Agreement will restrict shall prohibit WIN or any Affiliate of a Buyer Party Applicable WIN Successors (or of an Applicable Buyer Successor their respective Affiliates) from publishing or distributing White Pages to the extent that such Affiliate: (i) is not operated jointly withrequired in the event of a Publishing Order, under common management with or does not share facilities, sales personnel or other key employees with Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect subject and pursuant to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activitiesthe terms and conditions set forth in Section 4.16. (c) Nothing contained in this Agreement shall restrict any Applicable WIN Successor from continuing to publish, market, sell or distribute (on its own behalf or on behalf of any third Person) Directory Products in those Service Area(s) in the Publisher Region in which it was conducting any such business at the date of execution of the agreement(s) pursuant to which such Change of Control or disposition transaction occurs. (d) The restrictions in Section 13.1 will prohibit the Buyer Parties cease to apply to any Affiliate of WIN at such time as such entity is no longer an Affiliate of WIN or any Applicable Buyer WIN Successor. (e) Nothing contained in this Agreement will prohibit WIN and any such Applicable WIN Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Parties' WIN’s and any Applicable Buyer Successors WIN Successors’ respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and WIN or the Buyer Parties and any Applicable Buyer WIN Successors (and their respective Affiliates) have no effective control over of the management or policies of such Person. (df) Without limiting any restriction with respect to the Buyer Parties' use of trademarks Publisher acknowledges and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties acknowledge and agree agrees that the Buyer Parties WIN and any Applicable Buyer WIN Successors and its their respective Affiliates will have no restrictions with respect on the publication, marketing, sale or distribution of Directory Products directed principally at end-users in those geographic areas in which Publisher is not WIN’s exclusive official publisher, including those geographic areas in which WIN becomes the incumbent local exchange carrier after the date of this Agreement 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 incumbent local exchange carrier, unless WIN and Publisher have elected to any Voice Portal Directoryhave this Agreement extend to such Service Area, pursuant to Section 4.13.

Exceptions and Limitations. (a) The Buyer Qwest Parties and any Applicable Buyer Qwest Successors and its Affiliates will be deemed not to have engaged in Buyer Qwest Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Qwest Parties or any Applicable Buyer Qwest Successors or its Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Qwest Restricted Activities. (b) Nothing contained in this Agreement The Buyer Parties acknowledge and agree that the Qwest Parties and any Applicable Qwest Successors and its Affiliates will restrict have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any Affiliate brand, other than the brands "Dex" or any combination mark of a Buyer Party or "Dex" including "QwestDex", each of an Applicable Buyer Successor which may only be used pxxxx to the extent that such Affiliate: Second Closing Date (i) is not operated jointly with, under common management with or if the Second Closing does not share facilities, sales personnel or other key employees with occur) in the Dex Region under a license from Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activities. (c) Nothing contained in this Agreement will prohibit the Buyer Qwest Parties or any Applicable Buyer Qwest Successors or its Affiliates from publishing or distributing White Pages (as defined in the Publishing Agreement) to the extent permitted or required in the event of a Publishing Order (as defined in the Publishing Agreement), subject and pursuant to the terms and conditions of Section 3.14 of the Publishing Agreement. (d) Nothing contained in this Agreement will restrict any Applicable Qwest Successor from continuing to publish, market, sell or distribute (on its own behalf or on behalf of any third Person) Directory Products in those Service Area(s) in the Publisher Region in which it was conducting any such business at the date of execution of the agreement(s) pursuant to which such Change of Control or disposition transaction occurs; provided, however, that such Applicable Qwest Successor: (i) may not materially expand the geographic scope of such Directory Products within such Service Area(s); and (ii) beginning with the publication of any Directory Product that is printed or otherwise distributed more than fifteen (15) months after the Change of Control or disposition transaction is consummated, the Applicable Qwest Successor may not brand any such Directory Product with the brand used by QC or any successor of QC that is an incumbent local exchange carrier in the Publisher Region in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product. (e) The restrictions in Section 2.1 will cease to apply to any Qwest Party (and its Affiliates) other than QC at such time as such Qwest Party is no longer an Affiliate of QC or any successor of QC. (f) Nothing contained in this Agreement will prohibit the Qwest Parties and any Applicable Qwest Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Qwest Parties' and any Applicable Buyer Successors Qwest Successors' respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and the Buyer Qwest Parties and any or the Applicable Buyer Qwest Successors (and their respective Affiliates) have no effective control over of management or policies of such Person. (dg) Without limiting any restriction with respect to the Buyer Qwest Parties' use of trademarks and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing IP Contribution Agreement, the Qwest Buyer Parties acknowledge and agree that the Buyer Qwest Parties and any Applicable Buyer Qwest Successors and its Affiliates will have no restrictions with respect to any Voice Portal Directory. (h) The Buyer Parties acknowledge and agree that the Qwest Parties and any Applicable Qwest Successors and their Affiliates will have no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users in those geographic areas within the Publisher Region in which Publisher is not QC's exclusive official publisher pursuant to clause (ii) of the third sentence of Section 3.1O(a) of the Publishing Agreement because after the Effective Date QC becomes the incumbent local exchange carrier in such geographic area 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 incumbent local exchange carrier.

Exceptions and Limitations. (a) The Buyer Parties and any Applicable Buyer Successors will be deemed not to have engaged in Buyer Restricted Activities with respect to marketing and sales by non-employee sales agents if the Buyer Parties or any Applicable Buyer Successors use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties from engaging in Buyer Restricted Activities. (b) Nothing contained in this Agreement will restrict any Affiliate of a Buyer Party or of an Applicable Buyer Successor to the extent that such Affiliate: (i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher; (ii) is not consolidated financially with Publisher; (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to Buyer Restricted Activities; or (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to Buyer Restricted Activities. (c) Nothing contained in this Agreement will prohibit the Buyer Parties or any Applicable Buyer Successors (in each case together with their respective Affiliates) from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the Buyer Parties' and any Applicable Buyer Successors respective equity interest therein does not exceed five percent (5%) of the outstanding shares or interests in such Person and the Buyer Parties and any Applicable Buyer Successors (and their respective Affiliates) have no effective control over management or policies of such Person. (d) Without limiting any restriction with respect to the Buyer Parties' use of trademarks and trade names as set forth in the Trademark License Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties acknowledge and agree that the Buyer Parties and any Applicable Buyer Successors and its Affiliates will have no restrictions with respect to any Voice Portal Directory.