47.2 On the service of a notice of termination in accordance with this Agreement for any reason:
47.2.1 if prior to the Actual Completion Date [final Phase Actual Completion Date], in so far as any transfer shall be necessary fully and effectively to transfer property to the Authority, Sub-hubco shall transfer to, and there shall vest in, the Authority, such part of the Works and/or the Facilities as shall have been constructed and such items of the Plant [ and [ ]] as shall have been procured by Sub-hubco if the Authority so elects:
47.2.2 all goods and all materials on or near to the Site not yet incorporated in the Works shall remain available to the Authority for the purposes of completing the Works and if the cost of such goods and materials has not been reflected in the payment of any compensation pursuant to Schedule Part 17 (Compensation on Termination), subject to the payment by the Authority (determined as between a willing vendor and willing purchaser with any disputes determined pursuant to Clause 56 (Dispute Resolution Procedure));
47.2.3 the construction plant shall remain available to the Authority for the purposes of completing the Works, subject to payment of the Contractor's reasonable charges;
47.2.4 Sub-hubco shall hand over to, and there shall vest in, the Authority, free from any Encumbrances (other than any created on or by or against the Authority), the Facilities [and ] (which in the case of the termination of this Agreement in accordance with Clause 43 (Expiry) shall be in the state required in accordance with Schedule Part 18 (Handback Procedure));
47.2.5 if the Authority so elects, Sub-hubco shall procure that any of the Construction Contract, the Service Contracts and/or the Independent Tester Contract shall be novated or assigned to the Authority, provided that where termination occurs under Clause 39 (Authority Events of Default) the consent of the Contractor, the Service Provider or the Independent Tester (as the case may be) shall be required;
47.2.6 Sub-hubco shall, or shall procure that any Contracting Associate shall (as the case may be), offer to sell to the Authority at a fair value (determined as between a willing vendor and willing purchaser, with any disputes as to such fair value being determined pursuant to Schedule Part 20 (Dispute Resolution Procedure), free from any Encumbrance all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Sub-hubco or any of its Contracting Associates and reasonably required by the Authority in connection with the operation of the Facilities or the provision of the Services;
47.2.7 Sub-hubco shall deliver to the Authority (as far as not already delivered to the Authority) one complete set of:
(a) "as built drawings" showing all alterations made to the Facilities since the commencement of operation of the Facilities; and
(b) maintenance, operation and training manuals for the Facilities;
47.2.8 Sub-hubco shall use all reasonable endeavours to procure that the benefit of all manufacturer's warranties in respect of mechanical and electrical plant and equipment used or made available by Sub-hubco under this Agreement and included in the Facilities are assigned, or otherwise transferred, to the Authority with full title guarantee; and
47.2.9 Sub-hubco shall deliver to the Authority information equivalent to the information it is required to provide in accordance with [Clause 25 (TUPE and Employment Matters)] and [Clause 26 (Pensions)] in relation to the employees employed by Sub-hubco and/or Service Providers and the records referred to in Clause 38 (Records and Open Book Accounting) except where such documents are required by Law to be retained by Sub-hubco or its Contracting Associates (in which case complete copies shall be delivered to the Authority).
47.3 Sub-hubco shall ensure that provision is made in all contracts of any description whatsoever to ensure that the Authority will be in a position to exercise its rights, and Sub-hubco will be in a position to comply with its obligations, under Clause 47.2.