Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean 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 more than ten percent (10%) higher than the average of the comparable transactions set forth above, then Successful Respondent shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together in good faith to eliminate any such unfavorable variance either through reduced Charges equivalent to the variance or through other means that demonstrate value to the State. The Successful Respondent will eliminate the unfavorable variance within 180 days, provided, however, if the Successful Respondent does not decrease the Charges or otherwise demonstrate an equivalent value to the State 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 judgement 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 shall not be deemed a termination for cause under Section 13.1
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, after making the comparison described in Section 11.7(a) above, the Benchmarker finds that the Charges paid by Allianz for all Services or for any benchmarked service element (as described in Section 11.7(a)) are greater than the Benchmark Standard (as defined below), the Benchmarker shall submit a written report setting forth such findings and conclusions. Unless otherwise agreed in an applicable Subscription Agreement, Service Description or Statement of Work, the Benchmark Standard shall be the average of the prices charged by comparable, well managed information technology service providers for work of a similar nature, type or volume, as normalized by the Benchmarker (the “Benchmark Standard”). If an unfavorable variance is reported, the Parties shall meet and negotiate in good faith as to reductions in the Charges to eliminate such unfavorable variance. If the Parties are unable to agree upon such reductions, Allianz may, at its option, terminate the Agreement in its entirety or any portion impacted by such unfavorable variance, without payment of any Termination Charges. If the Agreement is terminated in part, Supplier’s Charges shall be equitably adjusted to reflect the Services no longer performed by Supplier.
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.
Result of Benchmarking. If following normalization, the Benchmarker finds that the Charges paid by New Century for all Services or for any sub-Functional Service Area are greater than the lowest thirty-three percent (33%) of the prices charged by other top tier service providers for work of a similar nature, type or volume, (the “Benchmark Standard”), the Parties shall meet and negotiate in good faith as to the elimination of any such unfavorable variance. If the Parties are unable to agree upon such measures, New Century may, at its option, terminate the Services in whole or in part, and may thereafter obtain such Services from a third party or perform such Services for itself. If the Services are terminated on this basis, New Century shall pay the Reduced Termination Charge specified in
Result of Benchmarking. If the Benchmarker finds that the Charges paid by ABM, in the aggregate, for the benchmarked Services or any benchmarked Functional Service Area are greater than the lowest twenty-fifth percentile (25%) of the prices charged by other well managed ITO Services providers 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 the amount and timing of such reductions, ABM may, at its option, terminate the Services in whole or in part. If ABM elects to terminate on this basis, ABM shall not be obligated to pay any Termination Fee, but shall pay Wind Down Charges in accordance with Schedule N. If the Services are terminated in part, Supplier’s Charges shall be equitably adjusted in accordance with Schedule J.
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 Charges paid by Dex for all of the Data Center and Managed Services are higher than Competitive Pricing, the following provisions shall apply:
