Minimum Spend Commitment Sample Clauses

Minimum Spend Commitment. (a) TI hereby commits to an aggregate minimum spend during the first five (5) Contract Years (the “Initial MSC Period”) equal to the Initial MSC, subject to adjustment as provided in this Agreement (such amount, as adjusted from time to time in accordance with this Agreement, the “Minimum Spend Commitment” or “MSC”). The MSC represents an aggregate spend amount for all Services provided to TI by TELUS, and is not allocated or broken down by country, region or Service. Where the Agreement is terminated by TI for cause pursuant to Section 17.2 or Section 17.4, prior to the end of the fifth (5th) Contract Year, the MSC will be pro-rated based on the actual number of days the Agreement was in effect prior to such event. (b) All Fees properly allocable (from an accounting perspective) as revenue to TELUS from TI (which for clarity includes revenue from both TI CDA and TIHUS) in respect of the Initial MSC Period, irrespective of the timing of the delivery, receipt or payment of the invoice (including, for purposes of this Section 7.1, amounts, if any, paid directly by TI to authorized subcontractors of TELUS) constitute eligible amounts for the satisfaction of the MSC for such period (collectively, the “MSC Eligible Spend”), subject to the following: (i) Fees for increased volumes of contracted Services during the Initial MSC Period qualify as MSC Eligible Spend for such period but will not trigger an increase in the MSC; (ii) Taxes and Regulatory Fees paid by TI do not qualify as MSC Eligible Spend; (iii) service level credits, if any, issued in the Initial MSC Period will not be taken into account for the purposes of calculating MSC Eligible Spend (i.e. when calculating MSC Eligible Spend, the Fees paid by TI for a Service will not be adjusted by the amount of any service level credits issued in respect of such Service); and (iv) for clarity, termination charges paid by TI to TELUS under this Agreement during the Initial MSC Period will qualify as MSC Eligible Spend. (c) The Initial MSC and Initial MSC Floor represents approximately 60% and 45% respectively of TI’s Services spend with TELUS as of the Effective Date. (d) Within [***] following the end of the Initial MSC Period, TELUS will calculate the MSC Eligible Spend for such period and if the MSC Eligible Spend is less than the MSC (unless and solely to the extent that such deficiency is a result of a Termination for Default or a Termination for Force Majeure), TI will pay to TELUS an amount equal to [***]...