Common use of Limited Exclusivity Clause in Contracts

Limited Exclusivity. (a) Except as provided in connection with a Disqualifying Transaction, so long as the Company continues to meet the TDMA Quality Standards in all material respects in all of its markets, AT&T will not, and will not cause its Affiliates to, construct, own or acquire a controlling interest in, or manage a communications system which provides Mobile Wireless Services in the Territory, in each case within five years after the Effective Date, except that AT&T and its Affiliates may: (i) resell, or act as the Company's agent for, Company Communications Services provided by the Company in accordance with a Resale Agreement (or any other agreement between AWS Sub and its Affiliates, on the one hand, and the Company, on the other hand), and provide Company Communications Services to its own customers under the Operating Agreement (including AWS Sub and its Affiliates providing local numbers in the Territory or otherwise providing numbers and service to residents of the Territory), including bundling any such Company Communications Services with other Telecommunications Services marketed, offered and provided or resold by AWS Sub or any of its Affiliates; (ii) provide or resell wireless Telecommunications Services to or from specific locations (such as buildings or office complexes), even if the subscriber equipment used in connection with such service may be capable of routine movement within a limited area (such as a building or office complex), and even if such subscriber equipment may be capable of obtaining other Telecommunications Services beyond such limited area (which other services may include routine movement beyond such limited area) and hand-off between the service to such specific locations and such other Telecommunications Services; provided, however, that if AT&T or any of its Affiliates sells such Mobile Wireless Services subscriber equipment as part of such offering such equipment shall be capable of use in obtaining (but not necessarily on an exclusive basis) Company Communications Services; (iii) continue to act as an agent for other Mobile Wireless Services carriers in the Territory solely for existing national account customers who are served by that carrier and request that they continue to receive service from that carrier; (iv) acquire a controlling interest in Tritel, Inc. or its successors or assigns; provided, that at the time of such acquisition Tritel, Inc. (or its successors or assigns) do not hold Licenses issued by the FCC covering service areas within the Territory other than Licenses in the service areas covered by the Licenses held by Tritel, Inc. on the Effective Date that are listed on Schedule 8.1(a)(iv); and provided, further, that AT&T and its Affiliates will continue to be obligated to comply with their obligations under Section 8.2; and (v) take such action as may be necessary or advisable to comply only to the extent required with the construction requirements of 47 CFR 24.203 in respect of the PCS licenses listed on Schedule 8.1(a)(v), and the Company shall cooperate with AT&T and its Affiliates, at their request and expense, in connection therewith. (b) To the extent the "other Telecommunications Services" referred to in Section 8.1(a)(ii) are classified as Mobile Wireless Services, neither AT&T nor any of its Affiliates or any AT&T licensee may provide or resell, or act as agent for any Person offering, such Mobile Wireless Services except Mobile Wireless Services provided by the Company in accordance with the terms of Section 8.1(a)(i) or pursuant to roaming arrangements which comply with Section 8.

Limited Exclusivity. (a) Except During the first three years of the Term and, if the parties agree or ACC so elects in accordance with Article 8.1.1(b)(ii) of the GSM Roaming Agreement, during the last two years of the Term, except as otherwise provided in connection with a Disqualifying Transactionherein, so long as the Company continues to meet the TDMA Quality Standards in all material respects in all of its markets, AT&T will AWS shall not, and will not shall cause its Affiliates controlled affiliates not to, constructdirectly or indirectly, own alone or jointly with any other person or entity, acquire a controlling or hold an ownership interest in, manage, operate, control or manage otherwise engage in, a communications system which business that provides Mobile Wireless Services or resells, or a license that facilitates or enables the provision or resale of, facilities-based mobile wireless services using GSM, GPRS and (subject to 3.1) EDGE on any spectrum in any ACC Market other than the TerritoryKY-04 RSA, in each case within five years after KY-05 RSA, KY-06 RSA and KY-08 RSA markets (such services being referred to herein as "Competitive Services"). (b) Notwithstanding the Effective Dateprovisions of paragraph (a) above, except that AT&T AWS and its Affiliates affiliates may: (i) resellsubject to the provisions of paragraph (c) below, or act as acquire, hold, maintain and renew FCC licenses and mobile wireless telecommunications facilities, to the Company's agent for, Company Communications Services provided by the Company in accordance with a Resale Agreement (or any other agreement between AWS Sub and its Affiliates, on the one hand, and the Company, on the other hand), and provide Company Communications Services to its own customers under the Operating Agreement (including AWS Sub and its Affiliates providing local numbers in the Territory or otherwise providing numbers and service to residents of the Territory), including bundling any such Company Communications Services with other Telecommunications Services marketed, offered and provided or resold by AWS Sub or any of its Affiliates; (ii) provide or resell wireless Telecommunications Services to or from specific locations (such as buildings or office complexes), even if the subscriber equipment used in connection with such service may be capable of routine movement within a limited area (such as a building or office complex), and even if such subscriber equipment may be capable of obtaining other Telecommunications Services beyond such limited area (which other services may include routine movement beyond such limited area) and hand-off between the service to such specific locations and such other Telecommunications Services; provided, however, that if AT&T or any of its Affiliates sells such Mobile Wireless Services subscriber equipment as part of such offering such equipment shall be capable of use in obtaining (but not necessarily on an exclusive basis) Company Communications Services; (iii) continue to act as an agent for other Mobile Wireless Services carriers in the Territory solely for existing national account customers who are served by that carrier and request that they continue to receive service from that carrier; (iv) acquire a controlling interest in Tritel, Inc. or its successors or assigns; provided, that at the time of such acquisition Tritel, Inc. (or its successors or assigns) do not hold Licenses issued by the FCC covering service areas within the Territory other than Licenses in the service areas covered by the Licenses held by Tritel, Inc. on the Effective Date that are listed on Schedule 8.1(a)(iv); and provided, further, that AT&T and its Affiliates will continue to be obligated to comply with their obligations under Section 8.2; and (v) take such action as may be extent necessary or advisable to comply only to the extent required maintain and renew such licenses, including compliance with the construction requirements of 47 CFR 24.203 in respect of the PCS licenses listed on Schedule 8.1(a)(v)requirements, and satisfaction with the Company substantial service requirement for license renewal expectancy, of applicable FCC rules, and ACC shall cooperate with AT&T and its AffiliatesAWS, at their AWS's request and expense, in connection therewith; (ii) acquire and hold ownership interests in any person (x) that is not an affiliate of AWS, (y) to which AWS and its controlled affiliates do not direct roaming traffic (in respect of Competitive Services) on a priority basis with respect to ACC and its subsidiaries and (z) that does not market Competitive Services (on a primary basis, tagline basis or otherwise) under the "AT&T Wireless" brand or any similar or successor brand used by AWS or its affiliates on a substantially national basis; and (iii) enter into a Competitive Transaction in accordance with Section 4.2. (bc) To AWS will give ACC reasonable advance written notice of deadlines relating to construction and substantial service requirements with respect each license held by AWS or its subsidiaries in the extent ACC Markets. ACC will have 15 days from receipt of any such notice to elect in writing to comply with such requirements on behalf of AWS. If ACC makes such election with respect to a license, the "other Telecommunications Services" referred to parties shall promptly execute and deliver mutually satisfactory agreements providing for such compliance, in Section 8.1(a)(ii) are classified as Mobile Wireless Services, neither AT&T nor any substantially the form of its Affiliates or any AT&T licensee may provide or resell, or act as agent for any Person offering, such Mobile Wireless Services except Mobile Wireless Services provided comparable agreements that previously have been entered into by the Company parties or their respective affiliates (including DCC in accordance with the terms case of Section 8.1(a)(i) or pursuant to roaming arrangements which comply with Section 8ACC).

Limited Exclusivity. (a) Except During the first three years of the Term and, if the parties agree or DCS so elects in accordance with Article 8.1.1(b)(ii) of the GSM Roaming Agreement, during the last two years of the Term, except as otherwise provided in connection with a Disqualifying Transactionherein, so long as the Company continues to meet the TDMA Quality Standards in all material respects in all of its markets, AT&T will AWS shall not, and will not shall cause its Affiliates controlled affiliates not to, constructdirectly or indirectly, own alone or jointly with any other person or entity, acquire a controlling or hold an ownership interest in, manage, operate, control or manage otherwise engage in, a communications system which business that provides Mobile Wireless Services or resells, or a license that facilitates or enables the provision or resale of facilities-based mobile wireless services using GSM, GPRS and (subject to Section 3.1) EDGE on any spectrum in any DCS Market (such services being referred to herein as "Competitive Services"). (b) Notwithstanding the Territoryprovisions of paragraph (a) above, in each case within five years after the Effective Date, except that AT&T AWS and its Affiliates affiliates may: (i) resellsubject to the provisions of paragraph (c) below, or act as acquire, hold, maintain and renew FCC licenses and mobile wireless telecommunications facilities, to the Company's agent for, Company Communications Services provided by the Company in accordance with a Resale Agreement (or any other agreement between AWS Sub and its Affiliates, on the one hand, and the Company, on the other hand), and provide Company Communications Services to its own customers under the Operating Agreement (including AWS Sub and its Affiliates providing local numbers in the Territory or otherwise providing numbers and service to residents of the Territory), including bundling any such Company Communications Services with other Telecommunications Services marketed, offered and provided or resold by AWS Sub or any of its Affiliates; (ii) provide or resell wireless Telecommunications Services to or from specific locations (such as buildings or office complexes), even if the subscriber equipment used in connection with such service may be capable of routine movement within a limited area (such as a building or office complex), and even if such subscriber equipment may be capable of obtaining other Telecommunications Services beyond such limited area (which other services may include routine movement beyond such limited area) and hand-off between the service to such specific locations and such other Telecommunications Services; provided, however, that if AT&T or any of its Affiliates sells such Mobile Wireless Services subscriber equipment as part of such offering such equipment shall be capable of use in obtaining (but not necessarily on an exclusive basis) Company Communications Services; (iii) continue to act as an agent for other Mobile Wireless Services carriers in the Territory solely for existing national account customers who are served by that carrier and request that they continue to receive service from that carrier; (iv) acquire a controlling interest in Tritel, Inc. or its successors or assigns; provided, that at the time of such acquisition Tritel, Inc. (or its successors or assigns) do not hold Licenses issued by the FCC covering service areas within the Territory other than Licenses in the service areas covered by the Licenses held by Tritel, Inc. on the Effective Date that are listed on Schedule 8.1(a)(iv); and provided, further, that AT&T and its Affiliates will continue to be obligated to comply with their obligations under Section 8.2; and (v) take such action as may be extent necessary or advisable to comply only to the extent required maintain and renew such licenses, including compliance with the construction requirements of 47 CFR 24.203 in respect of the PCS licenses listed on Schedule 8.1(a)(v)requirements, and satisfaction with the Company substantial service requirement for license renewal expectancy, of applicable FCC rules, and DCS shall cooperate with AT&T and its AffiliatesAWS, at their AWS's request and expense, in connection therewith; (ii) acquire and hold ownership interests in any person (x) that is not an affiliate of AWS, (y) to which AWS and its controlled affiliates do not direct roaming traffic (in respect of Competitive Services) on a priority basis with respect to DCS and its subsidiaries and (z) that does not market Competitive Services (on a primary basis, tagline basis or otherwise) under the "AT&T Wireless" brand or any similar or successor brand used by AWS or its affiliates on a substantially national basis; (iii) continue and complete construction of, and operate and provide service using, the GSM/GPRS cell sites set forth on Schedule 4.1, provided, that within 15 days following the date hereof, AWS shall remove from Schedule 4.1 any cell site with respect to which either (a) AWS has not commenced any development other than design, and has not incurred any out-of-pocket expenses or financial obligations to third parties, or (b) AWS has not, prior to July 11, 2003, executed a site lease, provided, that DCS reimburses AWS for all out-of-pocket expenses or third party financial obligations incurred by AWS in respect of such site. Notwithstanding the foregoing, AWS shall not be required to remove from Schedule 4.1 any GSM/GPRS cell site described in clause (b) above if such site would provide contiguity or completion of coverage between sites listed on Schedule 4.1. The parties will negotiate in good faith, but without any obligation on either party to agree to, the possible removal of additional sites from Schedule 4.1 subject to reimbursement by DCS of costs incurred by AWS in respect thereof; (iv) enter into a Competitive Transaction in accordance with Section 4.2. (bc) To AWS will give DCS reasonable advance written notice of deadlines relating to construction and substantial service requirements with respect each license held by AWS or its subsidiaries in the extent DCS Markets. DCS will have 15 days from receipt of any such notice to elect in writing to comply with such requirements on behalf of AWS. If DCS makes such election with respect to a license, the "other Telecommunications Services" referred to parties shall promptly execute and deliver mutually satisfactory agreements providing for such compliance, in Section 8.1(a)(ii) are classified as Mobile Wireless Services, neither AT&T nor any substantially the form of its Affiliates or any AT&T licensee may provide or resell, or act as agent for any Person offering, such Mobile Wireless Services except Mobile Wireless Services provided comparable agreements that previously have been entered into by the Company in accordance with the terms of Section 8.1(a)(i) parties or pursuant to roaming arrangements which comply with Section 8their respective affiliates.

Limited Exclusivity. (a) Except as provided in connection with a Disqualifying Transaction, so long as the Company continues to meet the TDMA Quality Standards in all material respects in all of its markets, AT&T will not, and will not cause its Affiliates to, construct, own or acquire a controlling interest in, or manage a communications system which provides Mobile Wireless Services in the Territory, in each case within five years after the Effective Date, except that AT&T and its Affiliates may: (i) resell, or act as the Company's agent for, Company Communications Services provided by the Company in accordance with a Resale Agreement (or any other agreement between AWS Sub and its Affiliates, on the one hand, and the Company, on the other hand), and provide Company Communications Services to its own customers under the Operating Agreement (including AWS Sub and its Affiliates providing local numbers in the Territory or otherwise providing numbers and service to residents of the Territory), including bundling any such Company Communications Services with other Telecommunications Services marketed, offered and provided or resold by AWS Sub or any of its Affiliates;: (ii) provide or resell wireless Telecommunications Services to or from specific locations (such as buildings or office complexes), even if the subscriber equipment used in connection with such service may be capable of routine movement within a limited area (such as a building or office complex), and even if such subscriber equipment may be capable of obtaining other Telecommunications Services beyond such limited area (which other services may include routine movement beyond such limited area) and hand-off between the service to such specific locations and such other Telecommunications Services; provided, however, however that if AT&T or any of its Affiliates sells such Mobile Wireless Services subscriber equipment as part of such offering such equipment shall be capable of use in obtaining (but not necessarily on an exclusive basis) Company Communications Services; (iii) continue to act as an agent for other Mobile Wireless Services carriers in the Territory solely for existing national account customers who are served by that carrier and request that they continue to receive service from that carrier; (iv) acquire a controlling interest in Tritel, Inc. or its successors or assigns; provided, that at the time of such acquisition Tritel, Inc. (or its successors or assigns) do not hold Licenses issued by the FCC covering service areas within the Territory other than Licenses in the service areas covered by the Licenses held by Tritel, Inc. on the Effective Date that are listed on Schedule 8.1(a)(iv); and provided, further, that AT&T and its Affiliates will continue to be obligated to comply with their obligations under Section 8.2; and (v) take such action as may be necessary or advisable to comply only to the extent required with the construction requirements of 47 CFR 24.203 in respect of the PCS licenses listed on Schedule 8.1(a)(v), and the Company shall cooperate with AT&T and its Affiliates, at their request and expense, in connection therewith. (b) To the extent the "other Telecommunications Services" referred to in Section 8.1(a)(ii) are classified as Mobile Wireless Services, neither AT&T nor any of its Affiliates or any AT&T licensee may provide or resell, or act as agent for any Person offering, such Mobile Wireless Services except Mobile Wireless Services provided by the Company in accordance with the terms of Section 8.1(a)(i) or pursuant to roaming arrangements which comply with Section 8.