Common use of Effect of Notice of Termination Clause in Contracts

Effect of Notice of Termination. (a) On the service of a notice of termination: (i) if termination is prior to the Substantial Completion Date, in so far as any transfer shall be necessary to fully and effectively transfer such property to Owner as shall not already have been transferred to Owner pursuant to Section 11.9(f), Project Co shall transfer to, and there shall vest in Owner, free from all Encumbrances and any Encumbrances derived through Owner, such part of the Work and Facility as shall have been constructed and such items of the plant and equipment as shall have been procured by Project Co, and if Owner so elects: (A) all plant, equipment and materials (other than those referred to in Section 28.4(a)(i)(B)) on or near to the Site shall remain available to Owner for the purposes of completing the Work; and (B) all construction plant and equipment shall remain available to Owner for the purposes of completing the Work, subject to payment by Owner of Project Co’s reasonable charges; (ii) in the event of a termination as provided for pursuant to this Project Agreement, Project Co shall cooperate with Owner and turn over to Owner copies of Project Co’s records, documentation and drawings necessary for Owner to proceed with the Work, including the legal assignment to Owner of any of Project Co’s rights in any agreement relating to the Work as Owner may require, and Project Co shall not do anything to impede Owner’s ability to proceed with the Work. Further, Project Co agrees to turn over to Owner, on a timely basis, enabling Project Co to make and retain copies as it may reasonably deem necessary, all of Project Co’s records, files, documents, materials, drawings, and any other items relating to the Project, whether located on the Site, at Project Co’s office or elsewhere (including all records as described in Section 18.1(a) and notwithstanding the fact that such provision only permits access by Owner to such records) and to vacate the Site in accordance with Owner’s reasonable instructions. Owner may retain such records, files, documents, materials, drawings and any other items for such time as it may need them and may reproduce any and all such items for its own use; (iii) Project Co shall use commercially reasonable efforts to assign or otherwise transfer to Owner, free of Encumbrances (other than any Encumbrances derived through Owner), the benefit of all manufacturers’ warranties, including all documentation in respect thereof, in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Project Agreement and included in the Facility; and (iv) Project Co’s obligation under this Project Agreement as to quality, correction and warranty of the Work performed by Project Co up to the time of termination shall continue in force after such termination.

Effect of Notice of Termination. (a) On the service of a notice of termination: (i) if termination is prior to the Substantial Completion Date, in so far as any transfer shall be necessary to fully and effectively transfer such property to Owner as shall not already have been transferred to Owner pursuant to Section 11.9(f), Project Co shall transfer to, and there shall vest in Owner, free from all Encumbrances and any other than Encumbrances derived through Owner, such part of the Work and Facility as shall have been constructed and such items of the plant and equipment as shall have been procured by Project Co, and if Owner so elects: (A) all plant, equipment and materials (other than those referred to in Section 28.4(a)(i)(B)) on or near to the Site shall remain available to Owner for the purposes of completing the Work; and (B) all construction plant and equipment shall remain available to Owner for the purposes of completing the Work, subject to payment by Owner of Project Co’s reasonable charges; (ii) in the event of a termination as provided for pursuant to this Project Agreement, Project Co shall cooperate with Owner and turn over to Owner copies of Project Co’s records, documentation and drawings necessary for Owner to proceed with the Work, including the legal assignment to Owner of any of Project Co’s rights in any agreement relating to the Work as Owner may require, and Project Co shall not do anything to impede Owner’s ability to proceed with the Work. Further, Project Co agrees to turn over to Owner, on a timely basis, enabling Project Co to make and retain copies as it may reasonably deem necessary, all of Project Co’s records, files, documents, materials, drawings, and any other items relating to the Project, whether located on the Site, at Project Co’s office or elsewhere (including all records as described in Section 18.1(a) and notwithstanding the fact that such provision only permits access by Owner to such records) and to vacate the Site in accordance with Owner’s reasonable instructions. Owner may retain such records, files, documents, materials, drawings and any other items for such time as it may need them and may reproduce any and all such items for its own use; (iii) Project Co shall use commercially reasonable efforts to assign or otherwise transfer to Owner, free of Encumbrances (other than any Encumbrances derived through Owner), the benefit of all manufacturers’ warranties, including all documentation in respect thereof, in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Project Agreement and included in the Facility; and (iv) Project Co’s obligation under this Project Agreement as to quality, correction and warranty of the Work performed by Project Co up to the time of termination shall continue in force after such termination.

Effect of Notice of Termination. (a) On the service of a notice of termination, or termination on the Expiry Date pursuant to Section 47.4: (i) if termination is prior to the Substantial Completion Revenue Service Availability Date, in so far as any transfer shall be necessary to fully and effectively transfer such property to Owner the City as shall not already have been transferred to Owner the City pursuant to to Section 11.9(f)55.1, Project Co shall transfer to, and there shall vest in Ownerin, the City, free from all Encumbrances (other than the Title Encumbrances and any Encumbrances derived through Ownercaused or consented to by the City), such part of the Work Works and Facility System as shall have been constructed and and, such items of the plant and equipment as shall have been procured by Project Co, and and, if Owner the City so elects: (A) all plant, equipment and materials (other than those referred to in Section 28.4(a)(i)(B48.4(a)(i)(B)) on or near to the Site shall remain available to Owner the City for the purposes of completing the WorkWorks; and (B) all construction construction, plant and equipment shall remain available to Owner the City for the purposes of completing the WorkWorks, subject to payment by Owner the City of Project Cothe relevant Construction Contractor’s reasonable charges; (ii) in if termination is prior to the event Revenue Service Availability Date, Project Co shall deliver to the City (to the extent such items have not already been delivered to the City) one complete set of a all Project Data and Drawings; (iii) if the termination as provided for pursuant is prior to this Project Agreementthe Highway Substantial Completion Date, Project Co shall cooperate with Owner the City and turn over to Owner the City copies of Project Co’s records, documentation and drawings necessary for Owner the City to proceed with the Highway Work, including including, subject to Section 48.4(a)(vi), the legal assignment to Owner the City of any of Project Co’s rights in any agreement relating to the Highway Work as Owner the City may require, and Project Co shall not do anything to impede Ownerthe City’s ability to proceed with the Highway Work. Further, Project Co agrees to turn over to Ownerthe City, on a timely basis, enabling Project Co to make and retain copies as it may reasonably deem necessary, all of Project Co’s records, files, documents, materials, drawings, and any other items relating to the ProjectHighway Work, whether located on the Highway Site, at Project Co’s office or elsewhere (including all records as described in Section 18.1(a) and notwithstanding the fact that such provision only permits access by Owner to such records) and to vacate the Highway Site in accordance with Ownerthe City’s reasonable instructions. Owner The City may retain such records, files, documents, materials, drawings and any other items for such time as it may need them and may reproduce any and all such items for its own use; (iiiiv) subject to the rights and obligations set forth in Schedule 41 – Intellectual Property, the City will be entitled to retain all Project Co shall use commercially reasonable efforts to assign or otherwise transfer to OwnerIntellectual Property, free of Encumbrances (other than any Encumbrances derived through Owner), the benefit of all manufacturers’ warranties, including all documentation in respect thereof, in respect of mechanical Subcontractor Intellectual Property and electrical plant and equipment used or made available by Project Co under this Project Agreement and included in the Facility; and (iv) Project Co’s obligation under this Project Agreement as to quality, correction and warranty of the Work performed by Project Co Third Party Intellectual Property that has been Delivered up to the time of termination shall continue in force after such termination.Termination Date or that is Delivered pursuant to this Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 186 CAN: 26350049.2 BD-#30398459-v2