Result of Benchmarking Sample Clauses

Result of Benchmarking. If the Benchmarker finds that the Charges paid by TXU for all Services or for any part of Services are greater than the lowest CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION of the prices charged by other service providers for work of a similar nature, type or volume (the "Benchmark Standard"), the Benchmarker shall submit a written report to TXU and to Vendor setting forth such findings and conclusions (the "Benchmark Report"). Following TXU's receipt of the Benchmark Report, the Parties shall promptly meet to review the results indicated therein and Vendor shall, at TXU's option and in TXU's sole discretion, decrease the Charges (retroactive to the date of commencement of the Benchmarking) such that the reduced Charges for the Benchmarked Services are not greater than the Benchmark Standard. If the Benchmarker does not issue a Benchmark Report, then at TXU's reasonable request the Benchmarker shall provide TXU and Vendor with materials indicating its observations and suggestions based on the data collected or used during the Benchmarking analysis.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the lowest fifty percent (50%) of the prices charged by well-managed suppliers for work of a similar nature, type, or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the lowest twenty-five percent (25%) of the prices charged by well-managed suppliers for work of a similar nature, type or volume, then Contractor shall, within fifteen (15) Business Days from written request, reimburse OCA for its costs associated with such Benchmarking and the Parties shall work together to eliminate any such unfavorable variance to the Charges. Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker’s report. OCA shall instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Contractor’s operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the Charges paid by Kraft for all Services or for any service element are greater than [ * * * ] of the prices charged by other well-managed suppliers for work of a similar nature, type or volume (the “Benchmark Standard”), the Charges shall be [ * * * ]; provided that Supplier shall not be obligated to implement Benchmarking [ * * * ] to the extent such [ * * * ] would result in Supplier’s total Charges [ * * * ] as compared to its pricing absent such [ * * * ]. Such [ * * * ] shall become effective immediately upon receipt of the Benchmarker’s report, though [ * * * ] reserves [ * * * ] the Benchmarker’s report pursuant to the dispute resolution proceedings described in Section 11.10.4. Any reversal of the Benchmarking findings will be effective prospectively only from the date the dispute is resolved.

Result of Benchmarking. If the Benchmarker finds that the Charges paid by Williams for the benchmarked Services are greater than the lowest twenty-five percent (25%) of the prices (adjusted in accordance with SECTION 11.11(A)) charged by other first-tier, well managed service providers providing similar services for work of a similar nature, type or volume, (the "BENCHMARK STANDARD"), the Benchmarker shall submit a written report setting forth such findings and conclusions. The Parties shall then meet and negotiate in good faith as to reductions in the Charges to eliminate any unfavorable variance. If the Parties are unable to agree upon such reductions after utilizing the dispute resolution process set forth in SECTION 19.1, Williams may, at its option, terminate all the Services or the applicable Functional Service Area. Williams must exercise its right to terminate on this basis within one hundred twenty (120) days of its receipt of the Benchmarker's final report or within thirty (30) days after the end of the dispute resolution process, whichever is later. If Williams terminates Final Confidential and Proprietary Information of IBM and Williams the Services on this basis, it shall not be obligated to pay Termination Charges. Wind Down Charges shall be payable if and only if and only to the extent indicated as payable in SCHEDULE N. If the Services are terminated in part, Provider's Charges shall be equitably adjusted to reflect the Services no longer performed by Provider

Result of Benchmarking. The Benchmarker shall submit a written report setting forth its findings and conclusions, including, to the extent routinely made available by such Benchmarker, the comparison methodology and related information used by the Benchmarker. If the Benchmarker [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. finds that the Charges paid by Triad for the Services that are the subject of the Benchmarking are greater than the [**] (the “Benchmark Standard”), the Parties shall meet and negotiate in good faith as to reductions in the Charges to eliminate any such unfavorable variance. [**]. The report of the Benchmarker (including any supplementary information provided as a result of Supplier’s review) shall be treated as Proprietary Information of each Party.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the lowest twenty-five percent (25%) of the prices charged by well-managed suppliers for work of a similar nature, type or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a) provided that DIR shall pay to Service Provider the unrecovered Transition and Transformation Charges in accordance with Section 11.1(c) of Exhibit 4. Under no circumstances shall Benchmarking result in any increase to the Charges.

Result of Benchmarking. If the Benchmarker finds that the Charges paid by Kraft for all Services or for any service element are greater than * * * of the prices charged by other well-managed suppliers for work of a similar nature, type or volume (the “Benchmark Standard”), the Charges shall be * * * provided that Supplier shall not be obligated to implement Benchmarking * * * to the extent such * * * would result in Supplier’s total Charges * * * as compared to its pricing absent such * * *. Such * * * shall become effective immediately upon receipt of the Benchmarker’s report, though * * * reserves * * * the Benchmarker’s report pursuant to the dispute resolution proceedings described in Section 11.10.4. Any reversal of the Benchmarking findings will be effective prospectively only from the date the dispute is resolved.

Result of Benchmarking. If the Benchmarker finds that the Charges paid by Allegheny for all Services or for any Tower are greater than the lowest twenty-five percent (25%) of the prices charged by other well managed service providers for work of a similar nature, type or volume (the “Benchmark Standard”), ***Any adjustment to the Charges shall be made on a prospective basis only beginning thirty (30) days after receipt of the final benchmark report.