If the Company's rights, title, and interest in the New IT Services and Facilities and the Project is required to be transferred to the Agency pursuant to this Agreement, then immediately upon the termination of this Agreement:
(a) The Company shall transfer to the Agency, free and clear of all Liens, all of the Company's rights, title, and interest in the New IT Services and Facilities and the Project, including, insofar as they are part of or used in, to, and for the New IT Services and Facilities and the Project: (i) all raw materials, consumables, and spare parts; (ii) all tangible personal property; (iii) all intangible personal property, including patents, copyrights, 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; (v) all buildings and fixtures; (vi) computerized and non-computerized records, reports, data, files, and information; (vii) all drawings, operation manuals, 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; and
(b) The Company shall pay to the Agency any other amounts, if any, required to be paid by the Company to the Agency under the Project Agreements.