(a) (Project Co to ensure delivery): Subject to clause 47.2(b), Project Co must, for the period commencing 2 years prior to the Final Expiry Date, do all things reasonably required by the State to ensure the smooth and orderly transfer of responsibility for delivering the Project to the State or any Project Successor, including:
(i) (meetings): meeting with the State, any State Associate, any Project Successor and such other persons notified by the State to discuss delivery of the Project after the Expiry Date on reasonable notice by the State;
(ii) (access): providing to the State, any State Associate, any Project Successor and such other persons notified by the State, access to its operations and Project Co Associates for the purpose of familiarisation with the Project Activities, the Project Assets and the Project Area;
(iii) (information): providing sufficient information to the State, any State Associate, any Project Successor and such other persons notified by the State to determine the condition of the Project Assets and the Project Area and the status of the Final Refurbishment Works, at the time;
(iv) (resources): providing sufficient resources, including personnel to facilitate the transfer of the Project to the State and any Project Successor;
(v) (procurement of novations): procuring the novation or, if such novation cannot be procured, the assignment of:
A. any Subcontracts; and
B. any leases, subleases and licences (other than those to which the State is a counterparty),
as the State may nominate, which are material to the performance of the Project Activities, to the State or any Project Successor on the Expiry Date.
(vi) (Intellectual Property Rights): granting or procuring the grant to the State, any State Associate or any Project Successor of a licence or sub-licence to such Intellectual Property Rights as will enable the State or any Project Successor to deliver the Project to the standards specified in this Deed after the Expiry Date; and
(vii) (delivery of Project): doing all other acts and things reasonably required to enable the State (or any Project Successor) to be in a position to deliver the Project after the Expiry Date to the standards specified in this Deed, with minimum disruption.
(b) (Timing): If the Expiry Date is prior to the Final Expiry Date, Project Co must meet the requirements under clause 47.2(a) from the time that Project Co receives notice of the Expiry Date until the Expiry Date, unless the State Representative, acting reasonably, determines such requirements cannot be met due to the limited notice period Project Co has received of the Expiry Date, in which case, Project Co must meet such requirements as soon as practicable after the Expiry Date.
(c) (Transition person): Without limiting its other obligations under this clause 47.2, for not less than:
(i) 6 Months before the Expiry Date; or
(ii) if Project Co is given less than 6 Months' notice of the Expiry Date, the relevant notice period,
Project Co must:
(iii) provide a dedicated person, with appropriate expertise and experience, to manage the transition out and handover of the Project; and
(iv) train personnel nominated by the State in all aspects of the operation, maintenance and repair of the Project Assets to an appropriate level of competency that will allow those personnel to operate, maintain and repair the Project Assets to the standards required of Project Co under this Deed from the relevant Expiry Date (having regard to the period prior to the Expiry Date).
(d) (Asset Information System): No later than 12 Months prior to the Expiry Date or such other shorter period reasonably required by the State if the Expiry Date occurs earlier than the Final Expiry Date, Project Co must commence transfer of the Asset Information System to the State.