Third Party Benchmarking Sample Clauses

Third Party Benchmarking. (a) TELUS may, at [***], in lieu of a Price Review, request that a benchmarking exercise be conducted (a “Benchmarking”), using a formal benchmarking process to evaluate the value that TELUS and the TELUS Group Members are receiving for the Services relative to what it could obtain from Third Party service providers for Comparable Services. Such Benchmarking may, at the request of TELUS, also include a Service Level Review. (b) In order to initiate a Benchmarking, TELUS shall provide TI with written notice (a “Benchmarking Notice”) within [***] after [***]. The Benchmarking Notice shall specify the particular Services and service locations which will be the subject of the Benchmarking. The Parties recognize that given the number of Services that TI provides, directly or indirectly, to TELUS and the level of effort required to properly normalize comparables, it is neither practical nor desirable to undertake a review of all, or substantially all, of the Services in any single Benchmarking. Accordingly, unless otherwise mutually agreed by the Parties, a particular Benchmarking will be limited to those core Services identified in the Price Review/Benchmarking Sampling List attached as Schedule 8.7, together with a selection of other Services, if any, that TELUS acting reasonably designates in the Benchmarking Notice. (c) Upon delivery of the Benchmarking Notice, the Parties will forthwith agree on and retain a Third Party benchmarker (the “Benchmarker”). The Parties will select the Benchmarker by each Party putting forward a proposed qualified candidate, with the Parties agreeing on one of the two proposed candidates, or if the Parties are unable to agree on one of the two proposed candidates, the Parties selecting another mutually agreed-upon qualified candidate. The Benchmarker shall be an independent industry-recognized benchmarking service provider, with experience in international business process outsourcing services arrangements. Unless otherwise mutually agreed by the Parties, a proposed Benchmarker will be deemed not to be independent if it has provided consulting services to a Party within [***] months prior to the date of its proposed selection or will be providing consulting services to a Party within [***] months following the date of its proposed selection. If the Parties cannot agree on a Benchmarker within [***] from the date of the Benchmarking Notice (or such shorter or longer period as they may mutually agree in writing), then the matter sh...
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Related to Third Party Benchmarking

  • Third-Party Benefit Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities of any nature whatsoever.

  • Severability; No Third Party Beneficiaries In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. A person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY Mellon shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.

  • Intended Third Party Beneficiaries Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trustee and the NIMS Insurer receive the benefit of the provisions of this Agreement as intended third party beneficiaries of this Agreement to the extent of such provisions. The Servicer shall have the same obligations to the Trustee and the NIMS Insurer as if they were parties to this Agreement, and the Trustee and the NIMS Insurer shall have the same rights and remedies to enforce the provisions of this Agreement as if they were parties to this Agreement. The Servicer shall only take direction from the Master Servicer (if direction by the Master Servicer is required under this Agreement) unless otherwise directed by this Agreement or the Credit Risk Manager Agreement. Notwithstanding the foregoing, all rights and obligations of the Trustee and the Master Servicer hereunder (other than the right to indemnification) shall terminate upon the termination of the Trust Fund pursuant to the Trust Agreement and all rights of the NIMS Insurer set forth in this Agreement (other than the right of indemnification) shall exist only so long as the NIM Securities issued pursuant to the NIMS Transaction remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such NIM Securities.

  • Xx Third Party Beneficiaries The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

  • Third Party Beneficiaries This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

  • 8No Third-Party Beneficiaries This Agreement will not be construed to create any obligation by either ICANN or Registry Operator to any non-party to this Agreement, including any registrar or registered name holder.

  • No Third Party Benefits Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall be for the benefit of, or enforceable by, any third-party beneficiary.

  • No Third Party Benefit This Agreement is intended for the exclusive benefit of the Constituent Corporations and their respective heirs, successors and assigns, and nothing contained in this Agreement shall be construed as creating any rights or benefits in or to any third party.

  • Third Party Beneficiary The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

  • Assignment and Third Party Beneficiaries 14.1 Except as provided in Section 15.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned or subcontracted by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 14.1, neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

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