Common use of Exceptions and Limitations Clause in Contracts

Exceptions and Limitations. (a) None of Verizon, the Verizon Successor or any of their respective Affiliates shall be deemed to have engaged in Verizon Restricted Activities or violated the IYP Restrictions with respect to marketing and sales by non-employee sales agents if such Person uses its commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of those of their respective agents and other distribution parties that are marketing Verizon local telephone service on an exclusive basis (e.g., the agents do not represent any other provider of local telephone service) from engaging in Verizon Restricted Activities. (b) Publisher acknowledges and agrees that, except for the IYP Restrictions, none of Verizon, the Verizon Successor or any of their respective Affiliates (including the Excluded Affiliates) shall have any restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any brand, other than the brands “SuperPages” or any combination xxxx of “SuperPages” and “Spinco”. (c) Nothing contained in this Agreement shall prohibit any of Verizon, the Verizon Successor or any of their respective Affiliates (including, for the avoidance of doubt, the Excluded Affiliates) from engaging in any activity in which it is required by Law to engage in itself or through its Affiliates, including publishing or distributing White Pages to the extent permitted or required in the event of a Publishing Order, subject and pursuant to the terms and conditions of Section 3.11 of the Publishing Agreement. (d) Nothing contained in this Agreement shall restrict the Verizon 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 Areas and Independent Markets 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 Verizon 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 of Control or disposition transaction is consummated, the Verizon Successor may not brand any such Directory Product with the brand used by Verizon or any successor of Verizon (other than the Verizon 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. (e) Nothing contained in this Agreement shall prohibit Verizon or any 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 Verizon Restricted Activity or any activity that would constitute a violation of the IYP Restrictions so long as Verizon or such Affiliate (it being understood that no Person with which Verizon or any of its Affiliates enters into any relationship contemplated by this Section 2.3(e) shall be considered an Affiliate of Verizon or any of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Verizon Restricted Activity or a violation of the IYP Restrictions. (f) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates from distributing in any Service Area or Independent Market a de minimis number of telephone directories that cover a geographic area that does not include such Service Area. (g) Except for the IYP Restrictions, nothing contained in this Agreement shall prohibit Verizon 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. (h) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates 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. (i) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates from providing any “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. (j) The restrictions in Section 2.1 shall cease to apply to any Affiliate of Verizon at such time as such Affiliate is no longer an Affiliate of Verizon or any successor of Verizon. (k) Nothing contained in this Agreement shall prohibit any of Verizon, the Verizon Successor or any of 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 equity interest of Verizon, the Verizon Successor or such Affiliate therein does not exceed 40% of the outstanding shares or interests in such Person and Verizon, the Verizon Successor or such Affiliate does not have effective control of management or policies of such Person. (l) Without limiting any restriction with respect to Verizon’s use of trademarks and trade names as set forth in the Intellectual Property Agreement, Publisher acknowledges and agrees that none of Verizon, the Verizon Successor or any of their respective Affiliates shall be under any restrictions with respect to any Voice Portal Directory. (m) Nothing contained in this Agreement shall restrict Verizon from making an acquisition of any business that engages in activities that would, if engaged in by Verizon, 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, Verizon 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. (n) Nothing contained in this Agreement shall prohibit any Excluded Affiliate from providing any product or services of any kind or nature, including products or services that would otherwise constitute Verizon Restricted Activities or violate the IYP Restrictions. (o) The restrictions described in Section 2.1(b) shall not prevent Verizon or its Affiliates from: (i) making an acquisition of any business that engages in activities that would, if engaged in by Verizon, 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) operating an Internet “White Pages” or similar product that contains listings of residential and business customers; (iii) delivering products and services over the Internet (e.g., video-on-demand, music downloads, games, software, portals, web-sites); (iv) 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; (v) operating a web-site accessible by end users that includes a search engine so long as the search engine results do not consist primarily of classified advertisements that are (A) paid for by advertisers and (B) contain more than a listing and a web-site link; (vi) 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 exclusively consist of an IYP Directory Product, other than an IYP Directory Product of Publisher; (vii) offering any product or service through Verizon’s or its Affiliate’s “FIOS TV” service other than an IYP Directory Product; (viii) continuing to offer, provide or sell any product or service of a type offered, provided or sold by Verizon or its Affiliates (other than Publisher or its subsidiaries) immediately prior to the Effective Time; and (ix) offering, providing or selling any product or service under development(other than by Publisher or its subsidiaries) immediately prior to the Effective Time, so long as such product or service is made available not more than three months after the Effective Time.

Exceptions and Limitations. (a) None of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates shall be deemed to have engaged in Verizon Spinco Restricted Activities or violated the IYP Restrictions with respect to marketing and sales by non-employee sales agents if such Person uses its commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of those of their respective agents and other distribution parties that are marketing Verizon Spinco local telephone service on an exclusive basis (e.g., the agents do not represent any other provider of local telephone service) from engaging in Verizon Spinco Restricted Activities. (b) Publisher acknowledges and agrees that, except for the IYP Restrictions, that none of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates (including the Excluded Affiliates) shall have any restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any brand, other than the brands “SuperPages” or any combination xxxx mxxx of “SuperPages” and “Spinco”Idearc” or any other brand of Publisher or its Affiliates. (c) Nothing contained in this Agreement shall prohibit any of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates (including, for the avoidance of doubt, the Excluded Affiliates) from engaging in any activity in which it is required by Law to engage in itself or through its Affiliates, including publishing or distributing White Pages to the extent permitted or required in the event of a Publishing Order, subject and pursuant to the terms and conditions of Section 3.11 of the Publishing Agreement. (d) Nothing contained in this Agreement shall restrict the Verizon Spinco 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 Areas and Independent Markets 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 Verizon Spinco 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 of Control or disposition transaction is consummated, the Verizon Spinco Successor may not brand any such Directory Product with the brand used by Verizon Spinco or any successor of Verizon Spinco (other than the Verizon Spinco 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. (e) Nothing contained in this Agreement shall prohibit Verizon Spinco or any 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 Verizon Spinco Restricted Activity or any activity that would constitute a violation of the IYP Restrictions so long as Verizon Spinco or such Affiliate (it being understood that no Person with which Verizon Spinco or any of its Affiliates enters into any relationship contemplated by this Section 2.3(e) shall be considered an Affiliate of Verizon Spinco or any of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Verizon Spinco Restricted Activity or a violation of the IYP RestrictionsActivity. (f) Nothing contained in this Agreement shall prohibit Verizon Spinco or any of its Affiliates from distributing in any Service Area or Independent Market a de minimis number of telephone directories that cover a geographic area that does not include such Service Area. (g) Except for the IYP Restrictions, nothing Nothing contained in this Agreement shall prohibit Verizon Spinco 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. (h) Nothing contained in this Agreement shall prohibit Verizon Spinco or any of its Affiliates 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. (i) Nothing contained in this Agreement shall prohibit Verizon Spinco or any of its Affiliates from providing any “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. (j) The restrictions in Section 2.1 shall cease to apply to any Affiliate of Verizon Spinco at such time as such Affiliate is no longer an Affiliate of Verizon Spinco or any successor of VerizonSpinco. (k) Nothing contained in this Agreement shall prohibit any of VerizonSpinco, the Verizon Spinco Successor or any of 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 equity interest of VerizonSpinco, the Verizon Spinco Successor or such Affiliate therein does not exceed 40% of the outstanding shares or interests in such Person and VerizonSpinco, the Verizon Spinco Successor or such Affiliate does not have effective control of management or policies of such Person. (l) Without limiting any restriction with respect to Verizon’s use of trademarks and trade names as set forth in the Intellectual Property Agreement, Publisher acknowledges and agrees that none of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates shall be under any restrictions with respect to any Voice Portal Directory. (m) Nothing contained in this Agreement shall restrict Verizon Spinco from making an acquisition of any business that engages in activities that would, if engaged in by VerizonSpinco, 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, Verizon Spinco 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. (n) Nothing contained in this Agreement shall prohibit any Excluded Affiliate from providing any product or services of any kind or nature, including products or services that would otherwise constitute Verizon Spinco Restricted Activities or violate the IYP RestrictionsActivities. (o) The restrictions described in Section 2.1(b) shall not prevent Verizon or its Affiliates from: (i) making an acquisition of any business that engages in activities that would, if engaged in by Verizon, 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) operating an Internet “White Pages” or similar product that contains listings of residential and business customers; (iii) delivering products and services over the Internet (e.g., video-on-demand, music downloads, games, software, portals, web-sites); (iv) 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; (v) operating a web-site accessible by end users that includes a search engine so long as the search engine results do not consist primarily of classified advertisements that are (A) paid for by advertisers and (B) contain more than a listing and a web-site link; (vi) 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 exclusively consist of an IYP Directory Product, other than an IYP Directory Product of Publisher; (vii) offering any product or service through Verizon’s or its Affiliate’s “FIOS TV” service other than an IYP Directory Product; (viii) continuing to offer, provide or sell any product or service of a type offered, provided or sold by Verizon or its Affiliates (other than Publisher or its subsidiaries) immediately prior to the Effective Time; and (ix) offering, providing or selling any product or service under development(other than by Publisher or its subsidiaries) immediately prior to the Effective Time, so long as such product or service is made available not more than three months after the Effective Time.

Exceptions and Limitations. (a) None of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates shall be deemed to have engaged in Verizon Spinco Restricted Activities or violated the IYP Restrictions with respect to marketing and sales by non-employee sales agents if such Person uses its commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of those of their respective agents and other distribution parties that are marketing Verizon Spinco local telephone service on an exclusive basis (e.g., the agents do not represent any other provider of local telephone service) from engaging in Verizon Spinco Restricted Activities. (b) Publisher acknowledges and agrees that, except for the IYP Restrictions, that none of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates (including the Excluded Affiliates) shall have any restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any brand, other than the brands “"SuperPages” " or any combination xxxx of “"SuperPages” " and “Spinco”"Idearc". (c) Nothing contained in this Agreement shall prohibit any of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates (including, for the avoidance of doubt, the Excluded Affiliates) from engaging in any activity in which it is required by Law to engage in itself or through its Affiliates, including publishing or distributing White Pages to the extent permitted or required in the event of a Publishing Order, subject and pursuant to the terms and conditions of Section 3.11 of the Publishing Agreement. (d) Nothing contained in this Agreement shall restrict the Verizon Spinco 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 Areas and Independent Markets 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 Verizon Spinco 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 of Control or disposition transaction is consummated, the Verizon Spinco Successor may not brand any such Directory Product with the brand used by Verizon Spinco or any successor of Verizon Spinco (other than the Verizon Spinco 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. (e) Nothing contained in this Agreement shall prohibit Verizon Spinco or any 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 Verizon Spinco Restricted Activity or any activity that would constitute a violation of the IYP Restrictions so long as Verizon Spinco or such Affiliate (it being understood that no Person with which Verizon Spinco or any of its Affiliates enters into any relationship contemplated by this Section 2.3(e) shall be considered an Affiliate of Verizon Spinco or any of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Verizon Spinco Restricted Activity or a violation of the IYP RestrictionsActivity. (f) Nothing contained in this Agreement shall prohibit Verizon Spinco or any of its Affiliates from distributing in any Service Area or Independent Market a de minimis number of telephone directories that cover a geographic area that does not include such Service Area. (g) Except for the IYP Restrictions, nothing Nothing contained in this Agreement shall prohibit Verizon Spinco 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. (h) Nothing contained in this Agreement shall prohibit Verizon Spinco or any of its Affiliates 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. (i) Nothing contained in this Agreement shall prohibit Verizon Spinco or any of its Affiliates from providing any “"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. (j) The restrictions in Section 2.1 shall cease to apply to any Affiliate of Verizon Spinco at such time as such Affiliate is no longer an Affiliate of Verizon Spinco or any successor of VerizonSpinco. (k) Nothing contained in this Agreement shall prohibit any of VerizonSpinco, the Verizon Spinco Successor or any of 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 equity interest of VerizonSpinco, the Verizon Spinco Successor or such Affiliate therein does not exceed 40% of the outstanding shares or interests in such Person and VerizonSpinco, the Verizon Spinco Successor or such Affiliate does not have effective control of management or policies of such Person. (l) Without limiting any restriction with respect to Verizon’s use of trademarks and trade names as set forth in the Intellectual Property Agreement, Publisher acknowledges and agrees that none of VerizonSpinco, the Verizon Spinco Successor or any of their respective Affiliates shall be under any restrictions with respect to any Voice Portal Directory. (m) Nothing contained in this Agreement shall restrict Verizon Spinco from making an acquisition of any business that engages in activities that would, if engaged in by VerizonSpinco, 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, Verizon Spinco 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. (n) Nothing contained in this Agreement shall prohibit any Excluded Affiliate from providing any product or services of any kind or nature, including products or services that would otherwise constitute Verizon Spinco Restricted Activities or violate the IYP Restrictions. (o) The restrictions described in Section 2.1(b) shall not prevent Verizon or its Affiliates from: (i) making an acquisition of any business that engages in activities that would, if engaged in by Verizon, 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) operating an Internet “White Pages” or similar product that contains listings of residential and business customers; (iii) delivering products and services over the Internet (e.g., video-on-demand, music downloads, games, software, portals, web-sites); (iv) 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; (v) operating a web-site accessible by end users that includes a search engine so long as the search engine results do not consist primarily of classified advertisements that are (A) paid for by advertisers and (B) contain more than a listing and a web-site link; (vi) 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 exclusively consist of an IYP Directory Product, other than an IYP Directory Product of Publisher; (vii) offering any product or service through Verizon’s or its Affiliate’s “FIOS TV” service other than an IYP Directory Product; (viii) continuing to offer, provide or sell any product or service of a type offered, provided or sold by Verizon or its Affiliates (other than Publisher or its subsidiaries) immediately prior to the Effective Time; and (ix) offering, providing or selling any product or service under development(other than by Publisher or its subsidiaries) immediately prior to the Effective Time, so long as such product or service is made available not more than three months after the Effective Time.Activities. ARTICLE III

Exceptions and Limitations. (a) None of Verizon, the Verizon Successor or The Qwest Parties and any of their respective Applicable Qwest Successors and its Affiliates shall will be deemed not to have engaged in Verizon Qwest Restricted Activities or violated the IYP Restrictions with respect to marketing and sales by non-employee sales agents if such Person uses the Qwest Parties or any Applicable Qwest Successors or its Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of those of their respective agents and other distribution parties that are marketing Verizon local telephone service on an exclusive basis (e.g., the agents do not represent any other provider of local telephone service) from engaging in Verizon Qwest Restricted Activities. (b) Publisher acknowledges The Buyer Parties acknowledge and agrees that, except for agree that the IYP Restrictions, none of Verizon, the Verizon Successor or Qwest Parties and any of their respective Applicable Qwest Successors and its Affiliates (including the Excluded Affiliates) shall will have any no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any brand, other than the brands “SuperPages” "Dex" or any combination xxxx mark of “SuperPages” and “Spinco”"Dex" including "QwestDex", each of which may only be used pxxxx to the Second Closing Date (or if the Second Closing does not occur) in the Dex Region under a license from Publisher. (c) Nothing contained in this Agreement shall will prohibit any of Verizon, the Verizon Successor Qwest Parties or any of their respective Applicable Qwest Successors or its Affiliates (including, for the avoidance of doubt, the Excluded Affiliates) from engaging in any activity in which it is required by Law to engage in itself or through its Affiliates, including publishing or distributing White Pages (as defined in the Publishing Agreement) to the extent permitted or required in the event of a Publishing OrderOrder (as defined in the Publishing Agreement), subject and pursuant to the terms and conditions of Section 3.11 3.14 of the Publishing Agreement. (d) Nothing contained in this Agreement shall will restrict the Verizon 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 Areas and Independent Markets 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 the Verizon 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 15 fifteen (15) months after the Change of Control or disposition transaction is consummated, the Verizon Applicable Qwest Successor may not brand any such Directory Product with the brand used by Verizon QC or any successor of Verizon (other than the Verizon Successor) QC that is an incumbent local exchange carrier in the Service Areas Publisher Region in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product. (e) Nothing contained The restrictions in this Agreement shall prohibit Verizon or Section 2.1 will cease to apply to any Qwest Party (and its Affiliates from acting Affiliates) other than QC at such time as a sales agent or entering into a joint venture, strategic alliance, product bundling, revenue sharing or similar relationship with an entity that such Qwest Party is engaged in a Verizon Restricted Activity or any activity that would constitute a violation of the IYP Restrictions so long as Verizon or such Affiliate (it being understood that no Person with which Verizon or any of its Affiliates enters into any relationship contemplated by this Section 2.3(e) shall be considered longer an Affiliate of Verizon QC or any successor of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Verizon Restricted Activity or a violation of the IYP RestrictionsQC. (f) Nothing contained in this Agreement shall will prohibit Verizon or the Qwest Parties and any of its Affiliates from distributing Applicable Qwest Successors (in any Service Area or Independent Market a de minimis number of telephone directories that cover a geographic area that does not include such Service Area. (g) Except for the IYP Restrictions, nothing contained in this Agreement shall prohibit Verizon 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. (h) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates 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. (i) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates from providing any “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. (j) The restrictions in Section 2.1 shall cease to apply to any Affiliate of Verizon at such time as such Affiliate is no longer an Affiliate of Verizon or any successor of Verizon. (k) Nothing contained in this Agreement shall prohibit any of Verizon, the Verizon Successor or any of each case together with their respective Affiliates 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 Qwest Parties' and any Applicable Qwest Successors' respective equity interest of Verizon, the Verizon Successor or such Affiliate therein does not exceed 40% five percent (5%) of the outstanding shares or interests in such Person and Verizon, the Verizon Successor Qwest Parties or such Affiliate does not the Applicable Qwest Successors (and their respective Affiliates) have no effective control of management or policies of such Person. (lg) Without limiting any restriction with respect to Verizon’s the Qwest Parties' use of trademarks and trade names as set forth fort0h in the Intellectual Property IP Contribution Agreement, Publisher acknowledges the Buyer Parties acknowledge and agrees agree that none of Verizon, the Verizon Successor or Qwest Parties and any of their respective Applicable Qwest Successors and its Affiliates shall be under any will have no restrictions with respect to any Voice Portal Directory. (mh) Nothing contained 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 this 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 shall restrict Verizon from making because after the Effective Date QC becomes the incumbent local exchange carrier in such geographic area as a result of an acquisition of any the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that engages in activities that would, if engaged in by Verizon, 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, Verizon 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. (n) Nothing contained in this Agreement shall prohibit any Excluded Affiliate from providing any product or services of any kind or nature, including products or services that would otherwise constitute Verizon Restricted Activities or violate the IYP Restrictions. (o) The restrictions described in Section 2.1(b) shall not prevent Verizon or its Affiliates from: (i) making an acquisition of any business that engages in activities that would, if engaged in by Verizon, 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) operating an Internet “White Pages” or similar product that contains listings of residential and business customers; (iii) delivering products and services over the Internet (e.g., video-on-demand, music downloads, games, software, portals, web-sites); (iv) 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; (v) operating a web-site accessible by end users that includes a search engine so long geographic area as the search engine results do not consist primarily of classified advertisements that are (A) paid for by advertisers and (B) contain more than a listing and a web-site link; (vi) 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 exclusively consist of an IYP Directory Product, other than an IYP Directory Product of Publisher; (vii) offering any product or service through Verizon’s or its Affiliate’s “FIOS TV” service other than an IYP Directory Product; (viii) continuing to offer, provide or sell any product or service of a type offered, provided or sold by Verizon or its Affiliates (other than Publisher or its subsidiaries) immediately prior to the Effective Time; and (ix) offering, providing or selling any product or service under development(other than by Publisher or its subsidiaries) immediately prior to the Effective Time, so long as such product or service is made available not more than three months after the Effective Timeincumbent local exchange carrier.

Exceptions and Limitations. (a) None of Verizon, the Verizon Successor or The Qwest Parties and any of their respective Applicable Qwest Successors and its Affiliates shall will be deemed not to have engaged in Verizon Qwest Restricted Activities or violated the IYP Restrictions with respect to marketing and sales by non-employee sales agents if such Person uses the Qwest Parties or any Applicable Qwest Successors or its Affiliates use their respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of those of their respective agents and other distribution parties that are marketing Verizon local telephone service on an exclusive basis (e.g., the agents do not represent any other provider of local telephone service) from engaging in Verizon Qwest Restricted Activities. (b) Publisher acknowledges The Buyer Parties acknowledge and agrees that, except for agree that the IYP Restrictions, none of Verizon, the Verizon Successor or Qwest Parties and any of their respective Applicable Qwest Successors and its Affiliates (including the Excluded Affiliates) shall will have any no restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any brand, other than the brands “SuperPages” "Dex" or any combination xxxx mark of “SuperPages” and “Spinco”"Dex" including "QwestDext", each of which may only be used xxxor to the Second Closing Date (or if the Second Closing does not occur) in the Dex Region under a license from Publisher. (c) Nothing contained in this Agreement shall will prohibit any of Verizon, the Verizon Successor Qwest Parties or any of their respective Applicable Qwest Successors or its Affiliates (including, for the avoidance of doubt, the Excluded Affiliates) from engaging in any activity in which it is required by Law to engage in itself or through its Affiliates, including publishing or distributing White Pages (as defined in the Publishing Agreement) to the extent permitted or required in the event of a Publishing OrderOrder (as defined in the Publishing Agreement), subject and pursuant to the terms and conditions of Section 3.11 3.14 of the Publishing Agreement. (d) Nothing contained in this Agreement shall will restrict the Verizon 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 Areas and Independent Markets 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 the Verizon 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 15 fifteen (15) months after the Change of Control or disposition transaction is consummated, the Verizon Applicable Qwest Successor may not brand any such Directory Product with the brand used by Verizon QC or any successor of Verizon (other than the Verizon Successor) QC that is an incumbent local exchange carrier in the Service Areas Publisher Region in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product. (e) Nothing contained The restrictions in this Agreement shall prohibit Verizon or Section 2.1 will cease to apply to any Qwest Party (and its Affiliates from acting Affiliates) other than QC at such time as a sales agent or entering into a joint venture, strategic alliance, product bundling, revenue sharing or similar relationship with an entity that such Qwest Party is engaged in a Verizon Restricted Activity or any activity that would constitute a violation of the IYP Restrictions so long as Verizon or such Affiliate (it being understood that no Person with which Verizon or any of its Affiliates enters into any relationship contemplated by this Section 2.3(e) shall be considered longer an Affiliate of Verizon QC or any successor of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Verizon Restricted Activity or a violation of the IYP RestrictionsQC. (f) Nothing contained in this Agreement shall will prohibit Verizon or the Qwest Parties and any of its Affiliates from distributing Applicable Qwest Successors (in any Service Area or Independent Market a de minimis number of telephone directories that cover a geographic area that does not include such Service Area. (g) Except for the IYP Restrictions, nothing contained in this Agreement shall prohibit Verizon 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. (h) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates 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. (i) Nothing contained in this Agreement shall prohibit Verizon or any of its Affiliates from providing any “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. (j) The restrictions in Section 2.1 shall cease to apply to any Affiliate of Verizon at such time as such Affiliate is no longer an Affiliate of Verizon or any successor of Verizon. (k) Nothing contained in this Agreement shall prohibit any of Verizon, the Verizon Successor or any of each case together with their respective Affiliates 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 Qwest Parties' and any Applicable Qwest Successors' respective equity interest of Verizon, the Verizon Successor or such Affiliate therein does not exceed 40% five percent (5%) of the outstanding shares or interests in such Person and Verizon, the Verizon Successor Qwest Parties or such Affiliate does not the Applicable Qwest Successors (and their respective Affiliates) have no effective control of management or policies of such Person. (lg) Without limiting any restriction with respect to Verizon’s the Qwest Parties' use of trademarks and trade names as set forth in the Intellectual Property IP Contribution Agreement, Publisher acknowledges the Buyer Parties acknowledge and agrees agree that none of Verizon, the Verizon Successor or Qwest Parties and any of their respective Applicable Qwest Successors and its Affiliates shall be under any will have no restrictions with respect to any Voice Portal Directory. (mh) Nothing contained 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 this 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 shall restrict Verizon from making because after the Effective Date QC becomes the incumbent local exchange carrier in such geographic area as a result of an acquisition of any the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that engages in activities that would, if engaged in by Verizon, 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, Verizon 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. (n) Nothing contained in this Agreement shall prohibit any Excluded Affiliate from providing any product or services of any kind or nature, including products or services that would otherwise constitute Verizon Restricted Activities or violate the IYP Restrictions. (o) The restrictions described in Section 2.1(b) shall not prevent Verizon or its Affiliates from: (i) making an acquisition of any business that engages in activities that would, if engaged in by Verizon, 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) operating an Internet “White Pages” or similar product that contains listings of residential and business customers; (iii) delivering products and services over the Internet (e.g., video-on-demand, music downloads, games, software, portals, web-sites); (iv) 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; (v) operating a web-site accessible by end users that includes a search engine so long geographic area as the search engine results do not consist primarily of classified advertisements that are (A) paid for by advertisers and (B) contain more than a listing and a web-site link; (vi) 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 exclusively consist of an IYP Directory Product, other than an IYP Directory Product of Publisher; (vii) offering any product or service through Verizon’s or its Affiliate’s “FIOS TV” service other than an IYP Directory Product; (viii) continuing to offer, provide or sell any product or service of a type offered, provided or sold by Verizon or its Affiliates (other than Publisher or its subsidiaries) immediately prior to the Effective Time; and (ix) offering, providing or selling any product or service under development(other than by Publisher or its subsidiaries) immediately prior to the Effective Time, so long as such product or service is made available not more than three months after the Effective Timeincumbent local exchange carrier.