47.4 On the service of a notice of termination in accordance with this Agreement for any reason:
(a) if prior to the Actual Completion Date, in so far as any transfer shall be necessary fully and effectively to transfer property to the Board, Project Co shall transfer to, and there shall vest in, the Board, such part of the Works and/or the Facilities as shall have been constructed and such items of the Plant and [Group 1 Equipment] [Board to add other project specific items] as shall have been procured by Project Co if the Board so elects:
(b) all goods and all materials on or near to the Site not yet incorporated in the Works shall remain available to the Board 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 Part 23 of the Schedule (Compensation on Termination), subject to the payment by the Board (determined as between a willing vendor and willing purchaser with any disputes determined pursuant to Clause 56 (Dispute Resolution Procedure));
(c) the construction plant shall remain available to the Board for the purposes of completing the Works, subject to payment of the Contractor's reasonable charges;
(d) Project Co shall hand over to, and there shall vest in, the Board, free from any Encumbrances, the Facilities [include project specific provisions re IT and Equipment etc] (which in the case of the termination of this Agreement in accordance with Clause 46.4 (Non-Default Termination - Expiry) shall be in the state required in accordance with Part 24 of the Schedule (Handback Procedure));
(e) if the Board so elects, Project Co shall procure that any of the Construction Contract, the Service Contracts and/or the Independent Tester Contract shall be novated or assigned to the Board, provided that where termination occurs under Clause 45 (Board Events of Default) the consent of the Contractor, the Service Provider or the Independent Tester (as the case may be) shall be required;
(f) Project Co shall, or shall procure that any Contracting Associate shall (as the case may be), offer to sell to the Board 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 Part 26 of the Schedule (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 Project Co or any of its Contracting Associates and reasonably required by the Board in connection with the operation of the Facilities or the provision of the Services [or Interim Services];
(g) Project Co shall deliver to the Board (as far as not already delivered to the Board) one complete set of:
(i) "as built drawings" showing all alterations made to the Facilities since the commencement of operation of the Facilities; and
(ii) maintenance, operation and training manuals for the Facilities;
(h) Project Co 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 Project Co under this Agreement and included in the Facilities are assigned, or otherwise transferred, to the Board with full title guarantee; and
(i) Project Co shall deliver to the Board information equivalent to the information it is required to provide in accordance with [Clause 30 (TUPE and Employment matters)] and [Clause 31 (Pension Matters)] in relation to the employees employed by Project Co and/or Service Providers and the records referred to in Clause 55 (Records and Reports) except where such documents are required by Law to be retained by Project Co or its Contracting Associates (in which case complete copies shall be delivered to the Board).
47.5 Project Co shall ensure that provision is made in all contracts of any description whatsoever to ensure that the Board will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under Clause 47.4.
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147 Board to include project specific provisions (e.g. relating to equipment, IT, planning, land and Board assets or information etc). Board to consider what protection is required to ensure compliance with the handover provisions on a project specific basis (taking into account the nature, importance and value of the assets that the handover provisions will apply to).