80.4  Transfer of Assets

80.4.1  Subject to Clauses 80.4.2 and 80.4.3 below and unless the Authority elects in writing to the contrary, the Contractor shall transfer its rights, title and interest in and to the Assets [(or such part of the Assets as may be required by the Authority)] to the Authority (or any person nominated by the Authority), on and with effect from the Expiry Date or, if earlier, the Termination Date (as the case may be) for no additional payment and in accordance with the Handback Requirements.

80.4.2  If despite using all reasonable endeavours to secure a contractual right to require a transfer, assignment or novation of:

(a)  Equipment and related contracts, agreements, guarantees, warranties, bonds and insurances as provided in Clause 30.1.3; and/or

(b)  Third Party Waste and Off-Take Contracts as provided in Clause 51.1.2,

the obligation to transfer the relevant Equipment (or associated instruments), Third Party Waste Contract or Off-Take Contract in Clause 80.4.2 shall be an obligation to use reasonable endeavours to do so at the time of the termination or Expiry notwithstanding the absence of a contractual right. The Authority shall not be required to assume or discharge obligations or liabilities of the Contractor, Operating Contractor or [insert reference to entity that acts as a counterparty to Third Party Waste and Off-Take Contracts if not the Contractor] in respect of any Off-Take Contract or Third Party Waste Contract or matter referred to in Clause 80.4.2(a) above that have accrued prior to the date of the transfer.

80.4.3  Where the Authority has not made an election as referred to in Clause 80.4.4 below, the Contractor's ability to transfer the Environmental Permit to a New Contractor or to the Authority is subject to the Environment Agency approving the New Contractor or the Authority as a competent operator of the Facility and accordingly the Authority shall cooperate (and shall provide for contractual obligations on the New Contractor to so cooperate) with the Contractor in liaising with the Environment Agency insofar as this is required in order to facilitate the transfer of the Environmental Permit.

80.4.4  The Authority may elect that the Contractor's obligations under Clause 80.4.1 in connection with the transfer of the Environmental Permit be effected by surrendering the same in accordance with all applicable Guidance and upon such surrender the Contractor will be deemed to have complied with its aforementioned obligations.