Common use of Key Individuals Clause in Contracts

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ with relevant information on the proposed replacement and shall consult with HMQ before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ determines, acting reasonably, that it is in the best interests of HMQ that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ with relevant information on the proposed replacement and shall consult with HMQ before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 7 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 7 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ IO, acting reasonably, such involvement would have a material adverse effect on the Works. (b) The Project Co shall identify the individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 7 - Key IndividualsIndividuals no later than 8 months prior to the TIC Scheduled Completion Date. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 7 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQIO, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 7 - Key Individuals, Project Co shall provide HMQ IO with relevant information on the proposed replacement and shall consult with HMQ IO before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 7 - Key Individuals without the prior written consent of HMQIO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ IO determines, acting reasonably, that it is in the best interests of HMQ IO that any individual identified in Schedule 9 7 - Key Individuals be replaced, HMQ IO shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ IO with relevant information on the proposed replacement and shall consult with HMQ IO before finalizing the appointment of such replacement. Project Co shall not replace of any of the individuals identified in Schedule 9 7 - Key Individuals without the prior written consent of HMQIO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ HHS acting reasonably, such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQHHS, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ HHS with relevant information on the proposed replacement and shall consult with HMQ HHS before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQHHS, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ HHS determines, acting reasonably, that it is in the best interests of HMQ HHS that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ HHS shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ HHS with relevant information on the proposed replacement and shall consult with HMQ HHS before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQHHS, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ SJHC, acting reasonably, such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQSJHC, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ SJHC with relevant information on the proposed replacement and shall consult with HMQ SJHC before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQSJHC, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ SJHC determines, acting reasonably, that it is in the best interests of HMQ SJHC that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ SJHC shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ SJHC with relevant information on the proposed replacement and shall consult with HMQ SJHC before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQSJHC, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Part A of Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such the persons identified in Part A of Schedule 9 - Key Individuals remain involved in the Works in the capacity set out in Part A of Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ HMQ, acting reasonably, such involvement would have a material adverse effect on the Works. (b) The Subject to the following sentence of this Section 10.4(b), the individuals who are critical to the performance of the Project Co Services are identified in Part B of Schedule 9 - Key Individuals. The individuals who will fill the positions listed in Part C of Schedule 9 – Key Individuals are also critical to the performance of the Project Co Services and will be identified to HMQ not less than 18 months and 15 days prior to the Scheduled Substantial Completion Date. Project Co shall use commercially reasonable efforts to ensure that such persons identified in Part B of Schedule 9 – Key Individuals, and persons to be identified in Part C of Schedule 9 – Key Individuals remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ with relevant information on the proposed replacement and shall consult with HMQ before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ determines, acting reasonably, that it is in the best interests of HMQ that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ with relevant information on the proposed replacement and shall consult with HMQ before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 8 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 8 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ the Ministry such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services OM&R Work are identified in Schedule 9 8 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services OM&R Work in the capacity set out in Schedule 9 8 - Key Individuals and, in particular, will not, for the duration of the Project Co ServicesOM&R Work, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQthe Ministry, such involvement would have a material adverse effect on the Project Co ServicesOM&R Work. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 8 - Key Individuals, Project Co shall provide HMQ the Ministry with relevant information on the proposed replacement and shall consult with HMQ the Ministry before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 8 - Key Individuals without the prior written consent of HMQthe Ministry, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ the Ministry determines, acting reasonably, that it is in the best interests of HMQ the Ministry that any individual identified in Schedule 9 8 - Key Individuals be replaced, HMQ the Ministry shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ the Ministry with relevant information on the proposed replacement and shall consult with HMQ the Ministry before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 8 - Key Individuals without the prior written consent of HMQthe Ministry, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ MHCP, acting reasonably, such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQMHCP, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ MHCP with relevant information on the proposed replacement and shall consult with HMQ MHCP before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQMHCP, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ MHCP determines, acting reasonably, that it is in the best interests of HMQ MHCP that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ MHCP shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ MHCP with relevant information on the proposed replacement and shall consult with HMQ MHCP before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQMHCP, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ IO, acting reasonably, such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQIO, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ IO with relevant information on the proposed replacement and shall consult with HMQ IO before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQIO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ IO determines, acting reasonably, that it is in the best interests of HMQ IO that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ IO shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ IO with relevant information on the proposed replacement and shall consult with HMQ IO before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQIO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 - – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 - – Key Individuals and, in particular, will not, for the duration of the WorksDesign and Construction Works or the Highway Work, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ the City such involvement would have a material adverse effect on the WorksDesign and Construction Works or the Highway Work. (b) The individuals who are critical to the performance of the Project Co Maintenance Services are identified in Schedule 9 - – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Maintenance Services in the capacity set out in Schedule 9 - – Key Individuals and, in particular, will not, for the duration of the Project Co Maintenance Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQthe City, such involvement would have a material adverse effect on the Project Co Maintenance Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - – Key Individuals, Project Co shall provide HMQ the City with relevant information on the proposed replacement and shall consult with HMQ the City before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - – Key Individuals without the prior written consent of HMQthe City, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ the City determines, acting reasonably, that it is in the best interests of HMQ the City that any individual identified in Schedule 9 - – Key Individuals be replaced, HMQ the City shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ the City with relevant information on the proposed replacement and shall consult with HMQ the City before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Part A of Schedule 9 - – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such the persons identified in Part A of Schedule 9 – Key Individuals remain involved in the Works in the capacity set out in Part A of Schedule 9 - – Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ ▇▇▇▇▇ acting reasonably, such involvement would have a material adverse effect on the Works. (b) The Subject to the following sentence of this Section 10.4(b), the individuals who are critical to the performance of the Project Co Services are identified in Part B of Schedule 9 - – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons identified or to be identified in Part B of Schedule 9 – Key Individuals remain involved in the Project Co Services in the capacity set out in Schedule 9 - – Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ▇▇▇▇▇, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - – Key Individuals, Project Co shall provide HMQ Osler with relevant information on the proposed replacement and shall consult with HMQ ▇▇▇▇▇ before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - – Key Individuals without the prior written consent of HMQOsler, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ ▇▇▇▇▇ determines, acting reasonably, that it is in the best interests of HMQ ▇▇▇▇▇ that any individual identified in Schedule 9 - – Key Individuals be replaced, HMQ ▇▇▇▇▇ shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ Osler with relevant information on the proposed replacement and shall consult with HMQ ▇▇▇▇▇ before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - – Key Individuals without the prior written consent of HMQOsler, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQ WCH acting reasonably, such involvement would have a material adverse effect on the Works. (b) The individuals who are critical to the performance of the Project Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Project Co Services in the capacity set out in Schedule 9 - Key Individuals and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of HMQWCH, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall provide HMQ WCH with relevant information on the proposed replacement and shall consult with HMQ WCH before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQWCH, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If HMQ WCH determines, acting reasonably, that it is in the best interests of HMQ WCH that any individual identified in Schedule 9 - Key Individuals be replaced, HMQ WCH shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide HMQ WCH with relevant information on the proposed replacement and shall consult with HMQ WCH before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of HMQWCH, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.