Common use of Requested Replacement Clause in Contracts

Requested Replacement. (i) In the event that ABM determines in good faith that the continued assignment to ABM of any Key Supplier Personnel is not in the best interests of ABM or the Eligible Recipients, then ABM shall give Supplier notice to that effect requesting that such Key Supplier Personnel be replaced. Promptly after its receipt of such a request by ABM, Supplier shall replace (or cause to be replaced) such Key Supplier Personnel with an individual of suitable ability and qualifications. Nothing in this provision shall operate or be construed to limit Supplier’s responsibility for the acts or omission of the Supplier Personnel, or be construed as joint employment. (ii) In the event that ABM determines in good faith that the continued assignment to ABM of any individual Supplier Personnel (other than Key Supplier Personnel) is not in the best interests of ABM or the Eligible Recipients, then ABM shall give Supplier notice to that effect requesting that such Supplier Personnel be replaced. Supplier shall have ten (10) days following ABM’s request for removal of such Supplier Personnel in which to investigate the situation, correct any deficient performance and provide ABM with assurances that such deficient performance shall not recur (provided that, if requested to do so by ABM for actual or suspected violations of ABM Rules, Supplier shall immediately remove (or cause to be removed) the individual in question from all ABM Sites pending completion of Supplier’s investigation and discussions with ABM). If, following such ten (10) day period, ABM is not reasonably satisfied with the results of Supplier’s efforts to correct the deficient performance and/or to ensure its non-recurrence, Supplier shall, as soon as possible, remove and replace such Supplier Personnel with an individual of suitable ability and qualifications, without cost to ABM. (iii) Nothing in Section 8.7(b) shall operate or be construed to limit Supplier’s responsibility for the acts or omission of the Supplier Personnel, or be construed as joint employment.

Requested Replacement. (i) In the event that ABM Allianz determines in good faith and not for an unlawful purpose that the continued assignment to ABM of any Key Supplier Personnel is not in the best interests of ABM or the Eligible Recipients, then ABM shall give Supplier notice to that effect requesting that such Key Supplier Personnel be replaced. Promptly after its receipt of such a request by ABM, Supplier shall replace (or cause to be replaced) such Key Supplier Personnel with an individual of suitable ability and qualifications. Nothing in this provision shall operate or be construed to limit Supplier’s responsibility for the acts or omission of the Supplier Personnel, or be construed as joint employment. (ii) In the event that ABM determines in good faith that the continued assignment to ABM Allianz of any individual Supplier Personnel (other than including Key Supplier Personnel) is not in the best interests of ABM AZL or the Eligible Recipients, then ABM Allianz shall give Supplier notice to that effect requesting that such Supplier Personnel be replaced. Supplier shall have ten fifteen (1015) business days following ABMAllianz’s request for removal of such Supplier Personnel in which to investigate the situationmatters forming the basis of such request, correct any deficient performance and provide ABM Allianz with assurances that such deficient performance shall not recur (provided that, if requested to do so by ABM Allianz for actual or suspected violations of ABM Allianz Rules, Supplier shall immediately remove (or cause to be removed) the individual in question from all ABM Sites Allianz Facilities and Allianz sites pending completion of Supplier’s investigation and discussions with ABMAllianz). If, following such ten (10) day period, ABM Allianz is not reasonably satisfied with the results of Supplier’s efforts to correct the deficient performance and/or to ensure its non-recurrence, Supplier shall, as soon as possible, remove and replace such Supplier Personnel with an individual of suitable ability and qualifications, without additional cost to ABM. (iii) Allianz. In such event, Allianz shall not be obligated to pay any Charges or other fees relating to the replacement of such Supplier Personnel, including any training or other knowledge transfer activities or overlaps in periods of employment agreed to by the Parties. Nothing in Section 8.7(b) this provision shall operate or be construed to limit Supplier’s responsibility for the acts or omission omissions of the Supplier Personnel, or be construed as joint employment. Any questions Supplier may have with respect to the requested removal of specific Supplier Personnel shall be addressed through the governance process.

Requested Replacement. (i) In the event that ABM Triad determines lawfully and in good faith that the continued assignment to ABM of any Key Supplier Personnel is not in the best interests of ABM or the Eligible Recipients, then ABM shall give Supplier notice to that effect requesting that such Key Supplier Personnel be replaced. Promptly after its receipt of such a request by ABM, Supplier shall replace (or cause to be replaced) such Key Supplier Personnel with an individual of suitable ability and qualifications. Nothing in this provision shall operate or be construed to limit Supplier’s responsibility for the acts or omission of the Supplier Personnel, or be construed as joint employment. (ii) In the event that ABM determines in good faith that the continued assignment to ABM Triad of any individual Supplier Personnel (other than including Key Supplier Personnel) is not in the best interests of ABM Triad or the Eligible Recipients, then ABM Triad shall give Supplier notice to that effect requesting that such Supplier Personnel be replaced. Supplier shall have ten (10) [**] business days following ABMTriad’s request for removal of such Supplier Personnel in which to investigate the situationmatters forming the basis of such request, correct any deficient performance and provide ABM Triad with assurances that such deficient performance shall not recur (provided that, if requested to do so by ABM Triad for actual or suspected violations of ABM Triad Rules, Supplier shall immediately remove (or cause to be removed) the individual in question from all ABM Triad Facilities or Sites pending completion of Supplier’s investigation and discussions with ABMTriad). If, following such ten (10) [**] business day period, ABM Triad is not reasonably satisfied with the results of Supplier’s efforts to correct the deficient performance and/or to ensure avoid its non-recurrence, [**] 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. Supplier shall, as soon as possible, remove and replace such Supplier Personnel with an individual of suitable ability and qualifications, without cost to ABM. Triad. Without limiting the foregoing and in accordance with Section 15.12, as applicable, upon knowledge or notice (iiiincluding from Triad) that any individual Supplier Personnel is ineligible to participate in federal or other government health care programs or federal or other government procurement or non-procurement programs because of being excluded, debarred, suspended, or otherwise declared ineligible to participate, Supplier shall immediately remove (or cause to be removed) such individual Supplier Personnel from all Triad Sites and from the provision of Services for such period as such ineligibility shall continue. Nothing in Section 8.7(b) this provision shall operate or be construed to limit Supplier’s responsibility for the acts or omission of the Supplier Personnel[**], or be construed as joint employment, or relieve Supplier of its performance obligations under this Agreement.