Common use of Continuity of Key Supplier Personnel Clause in Contracts

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [**] (or other date specified with respect to such position in Schedule M.4) from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date specified with respect to such position in Schedule M.4) from the Commencement date). Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death) or announce its intention to do so during such period without Triad’s prior approval, which Triad may withhold in its sole discretion. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of one of its Key Supplier Personnel during or after such period, Supplier shall (i) give Triad as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s approval of a suitable replacement. In addition, even after such period, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel only after (i) giving Triad at least [**] days prior notice of such action, (ii) identifying and obtaining Triad’s approval of a suitable replacement at least [**] days prior to such transfer, [**] 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. reassignment or removal, (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to Triad’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than [**]percent ([**]%) of the Key Supplier Personnel in any [**] month period.

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for or the applicable Subscription Agreement, Service Description or Statement of Work for, at a minimum of [**] (or other date minimum, the period specified with respect to such position in Schedule M.4) 15 from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date specified with respect to such position in Schedule M.4) from the Commencement date)question. Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death, legally required leave or restrictions imposed by any applicable Laws) or announce its intention to do so during such the specified period without TriadAllianz’s prior approval, which Triad Allianz may withhold in its sole discretionreasonable discretion based on its own self-interest. If Allianz objects to the proposed removal, the Parties shall attempt to resolve Allianz’s concerns on a mutually agreeable basis and if the Parties have not been able to resolve Allianz’s concerns within five (5) business days of Allianz communicating its concerns, Supplier shall not remove the individual from that position and shall propose to Allianz the assignment of another individual of suitable ability and qualifications for Allianz’s consideration. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of one of its Key Supplier Personnel during or after such the specified period, Supplier shall (i) give Triad Allianz as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain TriadAllianz’s approval of a suitable replacement. In addition, even after such periodthe period specified above, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or death, legally required leave or restrictions imposed by any applicable Laws) only after (i) giving Triad at least [**] days Allianz reasonable prior notice of such action, (ii) identifying and obtaining TriadAllianz’s approval of a suitable replacement at least [**] fifteen (15) days prior to the effective date of such transfer, [**] 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. reassignment or removal, (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadAllianz’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement or a Subscription Agreement. Unless otherwise agreed, Supplier shall not transferService Description or Statement of Work, reassign or remove more than [**]percent and ([**]%iv) of completing any and all necessary knowledge transfer between the departing Key Supplier Personnel in any [**] month periodand his or her Allianz-approved replacement.

Continuity of Key Supplier Personnel. Except For so long as expressly indicated otherwise in Schedule M.4the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [**[ * * * ] (or other date specified with respect to such position in Schedule M.4) from the date he or she assumes the position in question (provided that, in the case of Key Supplier CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Personnel assigned prior to the any Commencement Date, the minimum period shall be [**[ * * * ] (or other date specified with respect to such position in Schedule M.4) from the Commencement dateDate), to the extent permissible under applicable Laws. Supplier shall not transfer, or reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performancecause, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death) or announce its intention to do so during such the specified period without TriadKraft’s prior approval, which Triad Kraft may withhold in its sole discretion. In , except in the event case of the voluntary resignationpersonal hardship, involuntary termination for cause, illness, disability or death of one of in which case Kraft will not unreasonably withhold its Key Supplier Personnel during or after such period, Supplier shall (i) give Triad as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s approval of a suitable replacementapproval. In addition, even after such the specified period, Supplier shall transfer, or reassign or remove one of its Key Supplier Personnel only after (i) giving Triad Kraft at least [**] 40 business days prior notice of such action, (ii) identifying and obtaining TriadKraft’s approval of a suitable replacement at least [**] 30 days prior to such transfer, [**] 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. reassignment or removal, removal and (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadKraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreedIf Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign or remove more the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [**]percent ([**]%) [ * * * ] of the Key Supplier Personnel in any [**] month [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort [**] to the provision of Services under this Agreement for Services, at a minimum, unless a different minimum of [**] (or other date period is specified with respect to such position in Schedule M.4) from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date specified with respect to such position in Schedule M.4) from the Commencement date)applicable Supplement. Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, disability or death) or announce its intention to do so during such the specified period without TriadAscension Health’s prior approval, which Triad Ascension Health may withhold in its sole discretionreasonable discretion based on its own self- interest. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of one any of its Key Supplier Personnel during or after such the specified period, Supplier shall (i) give Triad Ascension Health as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s approval of a suitable replacement. In addition, even after such period, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel only after (i) giving Triad at least [**] days prior notice of such action, (ii) identifying and obtaining TriadAscension Health’s approval of a suitable replacement (which approval shall not be unreasonably withheld, conditioned or delayed). In addition, unless and to the extent a Key Supplier Personnel position ceases to be so designated after a specified period, even after the minimum period specified above, Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel unless and until Supplier has (1) given Ascension Health reasonable prior notice, (2) identified and obtained Ascension Health’s approval of a suitable replacement in accordance with this Section 8.2 at least [**] days prior to the effective date of such transfer, [**] 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. reassignment or removal, (iii3) providing Triad with a plan describing the steps and knowledge transfer necessary demonstrated to transition responsibility to the replacement, and (iv) demonstrating to TriadAscension Health’s reasonable satisfaction that such action transfer, reassignment or removal will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than [**]percent and ([**]%4) of completed any and all necessary knowledge transfer between the departing Key Supplier Personnel in any [**] month period.and his or her Ascension Health-approved replacement. (c)

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and the level of effort to the provision of Services under this Agreement for a minimum of [**] (or other date specified with respect to such position in Schedule M.4) from C for the period specified in Schedule C after the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date the specified with respect to such position in Schedule M.4) period from the Commencement dateDate). Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, death or deathapproved leave in accordance with Supplier’s standard employment policies) or announce its intention to do so during such the specified period without TriadABM’s prior approval, which Triad ABM may withhold in its sole discretionreasonable discretion based on its own self interest. In the event of the voluntary resignation, involuntary termination for cause, illness, disability disability, death or death approved leave in accordance with Supplier’s standard employment policies of one of its Key Supplier Personnel during or after such the specified period, Supplier shall (i) give Triad ABM as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain TriadABM’s approval of a suitable replacement. In addition, even after such periodthe period specified in Schedule C, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel only after (i) giving Triad ABM at least [**] forty five (45) days prior notice of such action, (ii) identifying and obtaining TriadABM’s approval of a suitable replacement at least [**] thirty (30) days prior to the effective date of such transfer, [**] 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. reassignment or removal, (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadABM’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than [**]percent and ([**]%iv) of completing any and all necessary knowledge transfer between the departing Key Supplier Personnel and his or her ABM-approved replacement; provided however that the notice requirement in any [**] month periodsubsection (i) shall not apply to the replacement of the Current Supplier Account Executive or Current Overall Delivery Project Executive following the transition of all Terminated Services or, if earlier, August 1, 2009.

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for for, at a minimum of [**] (or other date minimum, the period specified with respect to such position in Schedule M.4) C from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date the period specified with respect to such position in Schedule M.4) C from the Commencement dateDate). Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death) or announce its intention to do so during such the specified period without Triad’s Hercules' prior approval, which Triad Hercules may withhold in its sole discretionreasonable discretion and self-interest. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of one of its Key Supplier Personnel during or after such the specified period, Supplier shall (i) give Triad Hercules as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s Hercules' approval of a suitable replacement. In addition, even after such periodthe period specified in Schedule C, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel only after (i) giving Triad at least [**] days Hercules reasonable prior notice of such action, (ii) identifying and obtaining Triad’s Hercules' approval of a suitable replacement at least [**] thirty (30) days prior to such transfer, [**] 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. reassignment or removal, (iii) providing Triad Hercules with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to Triad’s Hercules' reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than [**]percent ([**]%) of the one Key Supplier Personnel in any [**] six (6) month period.

Continuity of Key Supplier Personnel. Except For so long as expressly indicated otherwise in Schedule M.4the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [**[ * * * ] (or other date specified with respect to such position in Schedule M.4) from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the any Commencement Date, the minimum period shall be [**[ * * * ] (or other date specified with respect to such position in Schedule M.4) from the Commencement dateDate), to the extent permissible under applicable Laws. Supplier shall not transfer, or reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performancecause, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death) or announce its intention to do so during such the specified period without TriadKraft’s prior approval, which Triad Kraft may withhold in its sole discretion. In , except in the event case of the voluntary resignationpersonal hardship, involuntary termination for cause, illness, disability or death of one of in which case Kraft will not unreasonably withhold its Key Supplier Personnel during or after such period, Supplier shall (i) give Triad as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s approval of a suitable replacementapproval. In addition, even after such the specified period, Supplier shall transfer, or reassign or remove one of its Key Supplier Personnel only after (i) giving Triad Kraft at least [**] 40 business days prior notice of such action, (ii) identifying and obtaining TriadKraft’s approval of a suitable replacement at least [**] 30 days prior to such transfer, [**] 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. reassignment or removal, removal and (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadKraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreedIf Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign or remove more the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [**]percent ([**]%) [ * * * ] of the Key Supplier Personnel in any [**] month [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and the level of effort specified in Exhibit 15 to the provision of Services under this Agreement for for, at a minimum of [**] (or other date minimum, the period specified with respect to such position in Schedule M.4) Exhibit 15 from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date the period specified with respect to such position in Schedule M.4) Exhibit 15 from the Commencement dateDate). Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death) or announce its intention to do so during such the specified period without TriadNew Century’s prior approval, which Triad may withhold in its sole discretion. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of one of its Key Supplier Personnel during or after such the specified period, Supplier shall (i) give Triad New Century as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain TriadNew Century’s approval of a suitable replacement. In addition, even after such periodthe period specified in Exhibit 15, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel only after (i) giving Triad New Century at least [**] forty (40) days prior notice of such action, (ii) identifying and obtaining TriadNew Century’s approval of a suitable replacement at least [**] thirty (30) days prior to such transfer, [**] 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. reassignment or removal, (iii) providing Triad New Century with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadNew Century’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than [**]percent one ([**]%1) of the Key Supplier Personnel in any [**] six (6) month period.

Continuity of Key Supplier Personnel. Except as expressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to for, at a minimum, the provision of Services under this Agreement for a minimum of [**] (or other date period specified with respect to such position in Schedule M.4) from C after the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the Commencement Date, the minimum period shall be [**] (or other date the specified with respect to such position in Schedule M.4) period from the Commencement dateDate). Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, death or deathapproved leave in accordance with Supplier’s standard employment policies) or announce its intention to do so during such the specified period without TriadABM’s prior approval, which Triad ABM may withhold in its sole discretionreasonable discretion based on its own self interest. In the event of the voluntary resignation, involuntary termination for cause, illness, disability disability, death or death approved leave in accordance with Supplier’s standard employment policies of one of its Key Supplier Personnel during or after such the specified period, Supplier shall (i) give Triad ABM as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain TriadABM’s approval of a suitable replacement. In addition, even after such periodthe period specified in Schedule C, Supplier shall transfer, reassign or remove one of its Key Supplier Personnel only after (i) giving Triad ABM at least [**] forty five (45) days prior notice of such action, (ii) identifying and obtaining TriadABM’s approval of a suitable replacement at least [**] thirty (30) days prior to the effective date of such transfer, [**] 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. reassignment or removal, (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadABM’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement, and (iv) completing any and all necessary knowledge transfer between the departing Key Supplier Personnel and his or her ABM-approved replacement. Unless otherwise agreed, Under no circumstances shall Supplier shall not transfer, reassign or remove more than [**]percent two ([**]%2) of the Key Supplier Personnel in any [**] twelve (12) month period.

Continuity of Key Supplier Personnel. Except For so long as expressly indicated otherwise in Schedule M.4the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [**] (or other date specified with respect to such position in Schedule M.4) * * * from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to the any Commencement Date, the minimum period shall be [**] (or other date specified with respect to such position in Schedule M.4) * * * from the Commencement dateDate), to the extent permissible under applicable Laws. Supplier shall not transfer, or reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performancecause, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or death) or announce its intention to do so during such the specified period without TriadKraft’s prior approval, which Triad Kraft may withhold in its sole discretion. In , except in the event case of the voluntary resignationpersonal hardship, involuntary termination for cause, illness, disability or death of one of in which case Kraft will not unreasonably withhold its Key Supplier Personnel during or after such period, Supplier shall (i) give Triad as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s approval of a suitable replacementapproval. In addition, even after such the specified period, Supplier shall transfer, or reassign or remove one of its Key Supplier Personnel only after (i) giving Triad Kraft at least [**] 40 business days prior notice of such action, (ii) identifying and obtaining TriadKraft’s approval of a suitable replacement at least [**] 30 days prior to such transfer, [**] 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. reassignment or removal, removal and (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to TriadKraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. Unless otherwise agreedIf Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign or remove more the individual from that position. Unless otherwise agreed, * * * shall * * * than [**]percent ([**]%) * * * of the Key Supplier Personnel in any [**] month * * * . In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement.