Common use of Premium Listings Clause in Contracts

Premium Listings. (a) Publisher will, at no additional charge to QC or its Subscribers (except as provided below), subject to Section 3.13, Publish the types of Premium Listings listed on Exhibit B, which are the Premium Listings being offered by QC to QC Subscribers in the Service Areas as of the Effective Date. Publisher's obligation to provide such Premium Listings at no charge will be conditioned upon QC offering such Premium Listings to its Subscribers in a manner that is consistent with its past practices as in effect on the Effective Date. Publishing Agreement for Official Listing/Directories Execution Copy (b) If (i) there is a material incremental increase in Publisher's costs to fulfill the Publishing Obligation directly resulting from an increase in the number of Persons for whom Publisher is obligated to provide Premium Listings at no charge pursuant to clause (a) above, and (ii) such increase is in excess of the growth of basic listings in the applicable Primary Directory (i.e., is unrelated to population growth in the relevant geographic area) ("EXCESS PREMIUM LISTINGS"), then QC will reimburse Publisher for its direct costs of Publishing the Excess Premium Listings plus ten percent (10%). (c) Within sixty (60) days after each anniversary of the Effective Date, Publisher may provide QC with a written statement seeking reimbursement with respect to Excess Premium Listings (a "PREMIUM LISTINGS REIMBURSEMENT STATEMENT"). Each Premium Listings Reimbursement Statement will specify in reasonable detail the Excess Premium Listings in the prior twelve (12) month period and Publisher's direct costs relating thereto (including itemization). Within sixty (60) days of QC's receipt of an Excess Premium Listings Reimbursement Statement, QC may either (i) pay the reimbursement amount identified therein, or (ii) provide Publisher with written notice stating its dispute with Publisher's assertion that Excess Premium Listings exist and/or Publisher's statement of its direct costs with respect thereto and setting forth in reasonable detail the basis therefore (a "PREMIUM LISTINGS DISPUTE NOTICE"). During such sixty (60) day period, Publisher will provide QC with any additional information it reasonably requests to assess such Premium Listings Reimbursement Statement, including access to Publisher's auditors and their work papers. (d) The Parties will attempt in good faith to resolve any such dispute set forth in a Premium Listings Dispute Notice by referring the dispute to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them. If such officers cannot resolve such dispute within such period, then the Parties will submit the dispute to arbitration pursuant to Section 9.7. (e) All other types of Premium Listings offered to QC Subscribers will be Published by Publisher in accordance with then prevailing policies and pricing, as both may be reasonably established by Publisher from time-to-time.

Premium Listings. (a) Publisher will, at no additional charge to QC or its Subscribers (except as provided below), subject to Section 3.13, Publish the types of Premium Listings listed on Exhibit B, which are the Premium Listings being offered by QC to QC Subscribers in the Service Areas as of the Effective Date. Publisher's obligation to provide such Premium Listings at no charge will be conditioned upon QC offering such Premium Listings to its Subscribers in a manner that is consistent with its past practices as in effect on the Effective Date. Publishing Agreement for Official Listing/Directories Execution Copy. (b) If (i) there is a material incremental increase in Publisher's costs to fulfill the Publishing Obligation directly resulting from an increase in the number of Persons for whom Publisher is obligated to provide Premium Listings at no charge pursuant to clause (a) above, and (ii) such increase is in excess of the growth of basic listings in the applicable Primary Directory (i.e., is unrelated to population growth in the relevant geographic area) ("EXCESS PREMIUM LISTINGSExcess Premium Listings"), then QC will reimburse Publisher for its direct costs of Publishing the Excess Premium Listings plus ten percent (10%). (c) Within sixty (60) days after each anniversary of the Effective Date, Publisher may provide QC with a written statement seeking reimbursement with respect to Excess Premium Listings (a "PREMIUM LISTINGS REIMBURSEMENT STATEMENTPremium Listings Reimbursement Statement"). Each Premium Listings Reimbursement Statement will specify in reasonable detail the Excess Premium Listings in the prior twelve (12) month period and Publisher's direct costs relating thereto (including itemization). Within sixty (60) days of QC's receipt of an Excess Premium Listings Reimbursement Statement, QC may either (i) pay the reimbursement amount identified therein, or (ii) provide Publisher with written notice stating its dispute with Publisher's assertion that Excess Premium Listings exist and/or Publisher's statement of its direct costs with respect thereto and setting forth in reasonable detail the basis therefore (a "PREMIUM LISTINGS DISPUTE NOTICEPremium Listings Dispute Notice"). During such sixty (60) day period, Publisher will provide QC with any additional information it reasonably requests to assess such Premium Listings Reimbursement Statement, including access to Publisher's auditors and their work papers. (d) The Parties will attempt in good faith to resolve any such dispute set forth in a Premium Listings Dispute Notice by referring the dispute to a senior executive officer of each of QC and Publisher for ten (10) business days of the submission of the dispute to them. If such officers cannot resolve such dispute within such period, then the Parties will submit the dispute to arbitration pursuant to Section 9.7. (e) All other types of Premium Listings offered to QC Subscribers will be Published by Publisher in accordance with then prevailing policies and pricing, as both may be reasonably established by Publisher from time-to-time.

Premium Listings. (a) Publisher will, at no additional charge to QC WIN, its Affiliates or its their Subscribers (except as provided below), subject to Section 3.13, Publish in each Primary Directory and each Secondary Directory the types of Premium Listings listed on Exhibit BF, which are the Premium Listings being offered by QC WIN and its Affiliates to QC Subscribers in the Service Areas as of the Effective Date. Publisher's ’s obligation to provide such Premium Listings at no additional charge will be conditioned upon QC WIN’s offering of such Premium Listings to its Subscribers in a manner that is consistent with its past practices as in effect on the Effective Date. Publishing Agreement for Official Listing/Directories Execution CopyDate or as otherwise agreed by the Parties. (b) If (i) there is a material incremental increase in Publisher's ’s costs to fulfill the Publishing Obligation directly resulting from an increase in the number of Persons for whom Publisher is obligated to provide Premium Listings in Primary Directories at no charge pursuant to clause (a) above, and (ii) such increase is in excess of the growth of basic Subscriber listings in the applicable Primary Directory (i.e., is unrelated to population growth in the relevant geographic area) ("EXCESS PREMIUM LISTINGS"the Premium Listings in excess of such growth of basic Subscriber listings, “Excess Premium Listings”), then QC WIN will reimburse Publisher for its direct costs of Publishing the Excess Premium Listings plus ten percent (10%)Listings. (c) Within sixty (60) days after each anniversary of the Effective Date, Publisher may provide QC WIN with a written statement seeking reimbursement with respect to Excess Premium Listings (a "PREMIUM LISTINGS REIMBURSEMENT STATEMENT"“Premium Listings Reimbursement Statement”). Each Premium Listings Reimbursement Statement will specify in reasonable detail the Excess Premium Listings in the prior twelve (12) month 12)-month period and Publisher's ’s itemized direct costs relating thereto (including itemization)thereto. Within sixty (60) days of QC's WIN’s receipt of an such Excess Premium Listings Reimbursement Statement, QC WIN may either (i) pay the reimbursement amount identified therein, or (ii) provide Publisher with written notice stating its dispute with Publisher's ’s assertion that Excess Premium Listings exist and/or Publisher's ’s statement of its direct costs with respect thereto and setting forth in reasonable detail the basis therefore therefor (a "PREMIUM LISTINGS DISPUTE NOTICE"“Premium Listings Dispute Notice”). During such sixty (60) day 60)-day period, Publisher will provide QC WIN with any additional information it reasonably requests to assess such Premium Listings Reimbursement Statement, including access to Publisher's ’s auditors and their work papers. (d) The Prior to pursuing (but otherwise without limiting) any other rights or remedies that Publisher may have relating to Publisher’s right to reimbursement for costs detailed in a Premium Listings Reimbursement Statement as disputed in a Premium Listings Dispute Notice, the Parties will attempt in good faith to resolve any such dispute set forth in a the Premium Listings Dispute Notice by referring the dispute to a senior executive officer of each of QC WIN and Publisher for their good faith discussion and negotiation over a period of not less than ten (10) business days from the date of the submission to such officers of the dispute to themdispute. If such officers cannot resolve such dispute within such period, then the Parties will submit may resolve the dispute to arbitration pursuant to in accordance with Section 9.714.5 hereof. (e) All other types of Premium Listings offered by WIN or its Affiliates to QC Subscribers will be Published by Publisher in accordance with then then-prevailing policies and pricing, as both may be reasonably established by Publisher from time-to-time to time.