If the Company's right, title, and interest in the Facilities and the Project is required to be transferred to the Agency pursuant to this Agreement, upon payment by the Agency of the relevant buyout price, if any, determined in accordance with Section N.2 or Section N.3 of this Schedule N or, if no payment is required to be made by the Agency hereunder, immediately upon termination of this Agreement:
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(a) The Company shall transfer to the Agency, free and clear of all Liens, all of the Company's right, title, and interest in the Facilities and the Project, including, insofar as they are part of or used in, to, and for the Facilities and the Project, all of the Company's right, title, and interest in, to and under: (i) all raw materials, consumables, and spare parts; (ii) all tangible personal property; (iii) all intangible personal property, including patents, patent licenses, patent applications, tradenames, trademarks, trademark registrations, and applications therefor, trade secrets, copyrights, know-how, secret formulae, and any other Intellectual Property Rights; (iv) all Consents, including without limitation the water permit, (v) all buildings and fixtures; (vi) computerized and noncomputerized records, reports, data, files, and information; (vii) all drawings, test results, and documents; (viii) all warranties of equipment, materials and work; (ix) all contract rights and insurance policies; (x) all work in progress under contracts with vendors, suppliers, contractors, and subcontractors; and (xi) all rights with respect to any insurance proceeds payable to or for the account of the Company, but unpaid at the date of termination of this Agreement, in respect of Company's right, title, and interest in, to and under the Facilities and the Project; and
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(b) The Company shall pay to the Agency amounts, if any, required to be paid by the Company to the Agency hereunder.