Common use of Requested Replacement Clause in Contracts

Requested Replacement. In the event that Oncor determines lawfully and in good faith that the continued assignment to Oncor of any individual Vendor Personnel (including Key Vendor Personnel) is not in the best interests of Oncor, then Oncor shall give Vendor notice to that effect requesting that such Vendor Personnel be replaced and Vendor shall immediately suspend such individuals performance of the Services and access to Oncor Facilities pending completion of the process set forth in this Section 7.10(a). Vendor shall have five (5) days following such notice in which to investigate the matters forming the basis of such request, correct any deficient performance and provide Oncor with assurances that such deficient performance shall not recur. If, following such five (5) day period, Oncor is not reasonably satisfied with the results of Vendor's efforts to correct the deficient performance and/or to ensure its non-recurrence, Vendor shall, as soon as reasonably practicable, remove and replace such Vendor Personnel with an individual of suitable ability and qualifications. Nothing in this provision shall operate or be construed to limit Vendor's responsibility for the acts or omission of the Vendor Personnel; provided that if Vendor is obligated to remove any Vendor Personnel pursuant to this subsection without reasonable cause, Oncor will be responsible for any direct, actual costs associated with such removal, and Vendor will not be responsible for any delay in providing, or failure to provide, Services as a result of the removal and replacement process.

Requested Replacement. In the event that Oncor TXU determines lawfully and in good faith that the continued assignment to Oncor TXU of any individual Vendor Personnel (including Key Vendor Personnel) is not in the best interests of OncorTXU, then Oncor TXU shall give Vendor notice to that effect requesting that such Vendor Personnel be replaced and Vendor shall immediately suspend such individuals performance of the Services and access to Oncor TXU Facilities pending completion of the process set forth in this Section 7.10(a). Vendor shall have five (5) days following such notice in which to investigate the matters forming the basis of such request, correct any deficient performance and provide Oncor TXU with assurances that such deficient performance shall not recur. If, following such five (5) day period, Oncor TXU is not reasonably satisfied with the results of Vendor's efforts to correct the deficient performance and/or to ensure its non-recurrence, Vendor shall, as soon as reasonably practicable, remove and replace such Vendor Personnel with an individual of suitable ability and qualifications. Nothing in this provision shall operate or be construed to limit Vendor's responsibility for the acts or omission of the Vendor Personnel; provided that if Vendor is obligated to remove any Vendor Personnel pursuant to this subsection Subsection without reasonable cause, Oncor TXU will be responsible for any direct, actual costs associated with such removal, and Vendor will not be responsible for any delay in providing, or failure to provide, Services as a result of the removal and replacement process.