(a) (Project Co to acquire title): Project Co must acquire title to each Moveable Asset (other than the Hired Moveable Assets):
(i) that forms part of the Works, by no later than the earlier of:
A. the date on which that Moveable Asset is paid for; and
B. the Date of Commercial Acceptance;
(ii) acquired during the Operational Phase, on the date on which it has paid for that Moveable Asset; and
(iii) in all other cases, by no later than the Expiry Date.
(b) (Date of transfer of ownership): Project Co must ensure that all rights, title and interest, in and to the Moveable Assets (other than the Hired Moveable Assets) transfer to the State:
(i) upon the earlier of:
A. in the case of any such Moveable Asset forming part of the Works, no later than the Date of Commercial Acceptance;
B. in the case of any such Moveable Asset acquired during the Operational Phase, as and when Project Co acquires title to that Moveable Asset (other than the Hired Moveable Assets), which it must do no later than when it has paid for the Moveable Asset; and
C. the Expiry Date; and
(ii) free from any Encumbrance other than a Permitted Encumbrance,
and must deliver, and procure that any relevant Project Co Associate delivers, to the State all deeds and documents of title held by or under the control of Project Co or any Project Co Associate relating to the Moveable Assets (other than the Hired Moveable Assets) no later than when title to the relevant Moveable Asset (other than the Hired Moveable Assets) is transferred to the State.
(c) (Licence): The State grants Project Co a licence (including a right to sub-license) to use the Moveable Assets that the State owns for the purpose of fulfilling Project Co's obligations under this Deed. This licence commences in respect of each such Moveable Asset on the date on which ownership of the Moveable Asset transfers to the State and terminates at the end of the Term.
(d) (No warranty): The State does not give any warranty as to the:
(i) condition of the Moveable Assets (the subject of a licence under clause 18.2(c)); or
(ii) fitness for purpose of the Moveable Assets (the subject of a licence under clause 18.2(c)) for providing the Services.
(e) (Effect of Expiry Date): The State and Project Co each acknowledge and agree that if the Expiry Date occurs prior to Project Co acquiring title to any Moveable Asset forming part of the Project Assets, as between the State and Project Co, the State owns the relevant Moveable Asset.
(f) (Hired Moveable Assets):
(i) Project Co must not enter into any lease or hire-purchase arrangement in respect of a Moveable Asset unless:
A. the State (acting reasonably) agrees to Project Co hiring or leasing that Moveable Asset and the terms of that lease or hire-purchase arrangement; and
B. the proposed lease or hire-purchase arrangements permit the novation of the rights and obligations under the lease or hire-purchase arrangement to the State (or its nominee) at the end of the Term.
(ii) If, during the Term, the State gives notice to Project Co that the State wishes to acquire title to a Hired Moveable Asset that is the subject of a hire-purchase arrangement, Project Co must promptly procure the transfer of the title to that Hired Moveable Asset upon payment by the State of the residual value of that Hired Moveable Asset in accordance with the relevant hire-purchase arrangement.