Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. Project Co will: (a) on request by the Authority, for a period not to exceed three months after the Termination Date: (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X [Handback Requirements].

Transitional Arrangements. On the termination of this Agreement for any reason, Project Co will: (a) on request by the Authority, for a reasonable period both before and after the Termination Date (not to exceed three months after the Termination Date:): (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility School Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a14.6(a), as soon as practicable following the Termination Date remove from the Lands Sites all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 14.3 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a14.6(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility Schools in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e14.4(e); (d) subject to Section 14.3(a14.6(a), as soon as practicable after following the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility Schools and of the Lands Sites over which Project Co has control and occupation and will leave such parts of the Lands Sites and the Facility Schools in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by the Authority and on payment of Project Co's reasonable costs by the Authority, for a period not to exceed three months after the Termination Date: (1) , co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services Services, in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of the Services required by the Authority and members of the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Datepublic; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 14.3 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e14.3(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, Date vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands Facility and the Facility Lands in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. (a) On the termination of this Project Agreement for any reason, for a reasonable period both before and after any such termination, Project Co willshall, subject to the continued performance of Maintenance Services pursuant to Sections 3.2 and 3.3 of Schedule 23 − Compensation on Termination if applicable: (ai) on request by the Authority, for a period not to exceed three months after the Termination Date: (1) co-operate cooperate fully with the Authority City and any successor successors providing to the Authority services in the nature of any of the Maintenance Services or any part of the Maintenance Services in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Maintenance Services are performed and to avoid or mitigate mitigate, in so far as reasonably practicable practicable, any inconvenience or any risk to the health and safety of Facility any System Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (bii) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands Site and the Highway Site all property of belonging to Project Co or any Project Co Person Party that is not acquired or retained by the Authority City pursuant to Section 14.2 (48.4 or not belonging to the Authority) and otherwise, and, if it Project Co has not done so within 60 days after any notice from the Authority City requiring it to do so so, the Authority may (City may, without being responsible for any loss, damage, costs or expenses) , remove and sell any such property and will shall hold any proceeds proceeds, less all costs incurred to the credit and direction of Project Co; (ciii) subject to Section 14.3(a), on the Termination Date forthwith deliver to the AuthorityCity Representative: (1A) all keyskeys to, access codes or and any pass cards and other devices required used to operate gain access to any part of the Facility in the control of Project CoSystem; and (2B) any Project Intellectual Property required to be delivered by Project Co the extent transferable and in addition to and without prejudice to the City’s rights pursuant to Section 14.2(e);51, any copyright licences for any computer programs, or licences to use the same, used in connection with the operation of the System; and (div) subject to Section 14.3(a), as soon as practicable after vacate the Termination DateSite, vacatethe Highway and, and cause without limiting Project Co’s obligations under Schedule 24 − Expiry Transition Procedure, shall leave the Project Co Persons to vacateSite, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands Highway Site and the Facility System in a safe, clean and orderly condition. (b) If the City wishes to conduct a competition prior to the Expiry Date with a view to entering into an agreement for the provision of services, which may or may not be the same as, or similar to, the Maintenance Services or any part of the Maintenance Services, following the expiry of this Project Agreement, Project Co shall, subject to payment of Project Co’s reasonable costs, cooperate with the City fully in such competition process, including by: Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 189 CAN: 26350049.2 BD-#30398459-v2 (i) providing any information which the City may reasonably require to conduct such competition, including all information contained in any asset management system maintained by Project Co not otherwise transferred to the City, other than Sensitive Information; and (eii) comply with assisting the City by allowing any or all requirements of Xxxxxxxx 0X [Handback Requirements]participants in such competition process unrestricted access to the Site, the Highway Site and the System.

Transitional Arrangements. Project Co will: (a) on request by the Authority, for a period not to exceed three months after the Termination Date: (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the each Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the each Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the each Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by the Authority, for a period not to exceed three months after the Termination Date: (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), as soon as practicable after following the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. ‌ Project Co will: (a) on request by the Authority, for a period not to exceed three months after the Termination Date:Date:‌ (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), as soon as practicable after following the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by the Authority, for a period not to exceed three months after the Termination Date: (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. On the termination of this Agreement for any reason, for a reasonable period both before and after any such termination, Project Co willwill have the following duties: (a) on request by the Authority, for a period of not greater than six months, and, provided that this Agreement was not terminated pursuant to exceed three months after Section 15.3 at the Termination Date: sole cost and expense of VCHA (1) which amounts will be reimbursed to Project Co on a weekly basis), Project Co will co-operate fully with the Authority VCHA and any successor providing to the Authority VCHA services in the nature of any of the Operation and Maintenance Services or any part of the Operation and Maintenance Services in order to achieve a smooth transfer of the manner in which the Authority VCHA obtains services in the nature of the Operation and Maintenance Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of VCHA and members of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Datepublic; (b) subject to Section 14.3(a), Project Co will as soon as practicable following the Termination Date remove from the Lands Site all property of Project Co or any Project Co Person that is assets not acquired by the Authority assigned or transferred to VCHA pursuant to this Section 14.2 (or not belonging to the Authority) 17 and if it has not done so within 60 days after any notice from the Authority VCHA requiring it to do so (which notice will not be effective until all determinations made by the Authority Independent Certifier or under the Dispute Resolution Procedure relating to assignments or transfers in accordance with this Section 17 have been settled or finalized and all payments relating thereto have been made by VCHA to Project Co) VCHA may (without being responsible for any loss, damage, costs cost or expensesexpense) remove and sell any such property or assets and will hold any proceeds less all costs incurred to the credit and direction of Project CoCo (subject to any right in favour of Project Co to dispute any notice delivered by VCHA hereunder pursuant to the Dispute Resolution Procedure); (c) subject to Section 14.3(a), on the Termination Date Project Co will forthwith deliver to the AuthorityVCHA's Representative: (1) all any keys, access codes or cards and other devices required which allow entry to operate the Facility in the control of Project CoFacility; and (2) any copyright licences for any computer programs (or licences to use the same) necessary for the operation of the Facility (but excluding computer programs which have been developed or acquired by a Sub-Contractor for its own use and not solely for the purposes of provision of any of the Operation and Maintenance Services at the Facility or the assignment or transfer of which is otherwise restricted or not available). In connection with the foregoing, Project Intellectual Property Co will: (A) use commercially reasonable efforts to obtain any consent required for the assignment or transfer of such copyright licences; and (B) not be required to be delivered by Project Co pursuant make any representation or warranty with respect to Section 14.2(esuch copyright licences (or the computer programs relating thereto); (d) subject to Section 14.3(a), Project Co will as soon as practicable after vacate the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation Site and will leave such parts the Site and, to the extent within the reasonable control of the Lands and Project Co, the Facility in a safe, clean and orderly condition; and (e) comply with if this Agreement is terminated other than pursuant to Section 15.3, all requirements costs and expenses incurred by Project Co in fulfilling its obligations under Sections 18.4(b), (c) and (d) will be borne by VCHA, without duplication of Xxxxxxxx 0X [Handback Requirements]any amounts to be paid pursuant to Schedule 12.

Transitional Arrangements. Project Co will: (a) on request by the AuthorityBC Hydro, and at BC Hydro’s cost, for a period not to exceed three months after the Termination Date: (1i) co-operate fully with the Authority BC Hydro and any successor providing to the Authority BC Hydro services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority BC Hydro obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2ii) continue to provide the Services or any part of the Services required by the Authority BC Hydro and the Authority BC Hydro will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a)15.3(a) of this Agreement, as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority BC Hydro pursuant to Section 14.2 15.2 of this Agreement (or not belonging to the AuthorityBC Hydro) and if it has not done so within 60 days after any notice from the Authority BC Hydro requiring it to do so the Authority BC Hydro may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a)15.3(a) of this Agreement, on the Termination Date deliver to the AuthorityBC Hydro: (1i) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2ii) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e);15.2(e) of this Agreement; and (d) subject to Section 14.3(a)15.3(a) of this Agreement, as soon as practicable after the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by On the Authoritytermination of this Agreement for any reason, for a reasonable period not to exceed three months both before and after any such termination, Project Co shall have the Termination Date: (1) following duties: Project Co shall co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of the Services required by the Authority and members of the Authority will pay to public; Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), shall as soon as practicable following the Termination Date remove from the Lands Site all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 Clause 47.2 (or not belonging to the AuthorityAuthority or any Authority Party) and if it has not done so within 60 days forty (40) Business Days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will shall hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date ; Project Co shall forthwith deliver to the Authority: (1) all keys's Representative: any security passwords, access codes and other keys to the Facilities and the equipment; and without prejudice to Clause 55 (Intellectual Property), any copyright licences for any computer programmes (or other devices required licences to operate use the Facility in same) necessary for the control operation of Project Cothe Facilities (but excluding computer programmes, which have been developed or acquired by a Service Provider for its own use and not solely for the purposes of provision of any of the Services at the Facilities or the assignation or transfer of which is otherwise restricted); and (2) any Project Intellectual Property required to be delivered by and Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), shall as soon as practicable after vacate the Termination Date, vacate, Site and cause (without prejudice to Schedule Part 18 (Handback Procedure)) shall leave the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands Site and the Facility Facilities in a safe, clean and orderly condition. If the Authority wishes to conduct a competition prior to the Expiry Date with a view to entering into an agreement for the provision of services (which may or may not be the same as, or similar to, the Services or any of them) following the expiry of this Agreement, Project Co shall co-operate with the Authority fully in such competition process including (without limitation) by: providing any information which the Authority may reasonably require to conduct such competition but, to avoid doubt, information which is commercially sensitive to Project Co shall not be provided (and, for the purpose of this Clause 47.5.1 commercially sensitive shall mean information which would if disclosed to a competitor of Project Co give that competitor a competitive advantage over Project Co and thereby prejudice the business of Project Co but shall, to avoid doubt, exclude any information to be disclosed in terms of Clause 25 (TUPE and Employment matters)); and and assisting the Authority by providing all (eor any) comply participants in such competition process with all requirements access to the Site and the Facilities. Save as otherwise expressly provided in this Agreement or as already taken into account in the calculation of Xxxxxxxx 0X [Handback any termination sum or other payment of compensation on termination pursuant to this Agreement: termination of this Agreement shall be without prejudice to any accrued rights and obligations under this Agreement as at the date of termination; and termination of this Agreement shall not affect the continuing rights and obligations of Project Co and the Authority under Clauses 10 (The Site), 25 (TUPE and Employment Matters), 31 (Force Majeure), 34 (Payment), 35 (Taxation), 36 (Payment of Surpluses and compliance with NPD Requirements]), 37 (Custody of Financial Model), 38 (Records and Reports), 41 (Termination Resulting from Force Majeure), 42 (Authority Voluntary Termination), 44 (Corrupt Gifts and Payments), 46 (Compensation on Termination), 47.2, 47.4 and 47.5 (Transitional Arrangements), 49 (Indemnities and Liability), 53 (Insurance), 54 (Exclusions and Limits on Liability), 55 (Intellectual Property), 56 (Dispute Resolution Procedure), 59 (Mitigation), 61 (Confidentiality), 64 (Notices) and Clause 73 (Governing Law and Jurisdiction) or under any other provision of this Agreement which is expressed to survive termination or which is required to give effect to such termination or the consequences of such termination.

Transitional Arrangements. Project Co will: (a) on request by the AuthorityProvince, for a period not to exceed three months after the Termination Date: (1i) co-operate fully with the Authority Province and any successor providing to the Authority Province services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority Province obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of the employees of the Province and members of the public and any inconvenience or risk to the Facility Usersor its operation; and (2ii) continue to provide the Services or any part of the Services required by the Authority Province and the Authority Province will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a)) [Transitional Arrangements], as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority Province pursuant to Section 14.2 [Transfer to the Province of Assets, Contracts, etc.] (or not belonging to the AuthorityProvince) and if it has not done so within 60 days after any notice from the Authority Province requiring it to do so the Authority Province may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a)) [Transitional Arrangements], on the Termination Date Date, deliver to the AuthorityProvince: (1i) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2ii) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e)) [Transfer to Province of Assets, Contracts, etc.]; (d) subject to Section 14.3(a)) [Transitional Arrangements], as soon as practicable after the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility and such parts of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by the Authority and on payment of Project Co's reasonable costs by the Authority, for a period not to exceed three 3 months after the Termination Date: (1) , co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services Services, in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of the Services required by the Authority and members of the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Datepublic; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 14.3 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; andFacility; (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e14.3(e);; and (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, Date vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by On the Authoritytermination of this Agreement for any reason, for a reasonable period not to exceed three months both before and after any such termination, Project Co shall have the Termination Date: (1) following duties: Project Co shall co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of the Services required by the Authority and members of the Authority will pay to public; Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), shall as soon as practicable following the Termination Date remove from the Lands Site all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 Clause 47.2 (or not belonging to the AuthorityAuthority or any Authority Party) and if it has not done so within 60 days forty (40) Business Days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will shall hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date ; Project Co shall forthwith deliver to the Authority: (1) all keys's Representative: any security passwords, access codes and other keys to the Facilities and the equipment; and without prejudice to Clause 55 (Intellectual Property), any copyright licences for any computer programmes (or other devices required licences to operate use the Facility in same) necessary for the control operation of Project Cothe Facilities (but excluding computer programmes, which have been developed or acquired by a Service Provider for its own use and not solely for the purposes of provision of any of the Services at the Facilities or the assignation or transfer of which is otherwise restricted); and (2) any Project Intellectual Property required to be delivered by and Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), shall as soon as practicable after vacate the Termination Date, vacate, Site and cause (without prejudice to Schedule Part 18 (Handback Procedure)) shall leave the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands Site and the Facility Facilities in a safe, clean and orderly condition; and . If the Authority wishes to conduct a competition prior to the Expiry Date with a view to entering into an agreement for the provision of services (ewhich may or may not be the same as, or similar to, the Services or any of them) comply following the expiry of this Agreement, Project Co shall co-operate with all requirements of Xxxxxxxx 0X [Handback Requirements].the Authority fully in such competition process including (without limitation) by:

Transitional Arrangements. Project Co will: (a) on request by the Authority and on payment of Project Co's reasonable costs by the Authority, for a period not to exceed three 3 months after the Termination Date: (1) , co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services Services, in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of the Services required by the Authority and members of the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Datepublic; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 14.3 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e14.3(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, Date vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which that Project Co has exclusive control and occupation and will leave such parts of the Lands and the Facility in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X [Handback Requirements].

Transitional Arrangements. ‌ Project Co will: (a) on request by the Authority, for a period not to exceed three months after the Termination Date:Date:‌ (1) co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Building Users; and (2) continue to provide the Services or any part of the Services required by the Authority and the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Date; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands Building Sites all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility Buildings in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, vacate, and cause the Project Co Persons to vacate, those parts of the Facility Buildings and of the Lands Building Sites over which Project Co has control and occupation and will leave such parts of the Lands Building Sites and the Facility Buildings in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].

Transitional Arrangements. Project Co will: (a) on request by the Authority and on payment of Project Co's reasonable costs by the Authority, for a period not to exceed three 3 months after the Termination Date: (1) , co-operate fully with the Authority and any successor providing to the Authority services in the nature of any of the Services or any part of the Services Services, in order to achieve a smooth transfer of the manner in which the Authority obtains services in the nature of the Services and to avoid or mitigate in so far as reasonably practicable any inconvenience or any risk to the health and safety of Facility Users; and (2) continue to provide the Services or any part employees of the Services required by the Authority and members of the Authority will pay to Project Co a reasonable price for such services determined with reference to Project Co’s price for such Services prior to the Termination Datepublic; (b) subject to Section 14.3(a), as soon as practicable following the Termination Date remove from the Lands all property of Project Co or any Project Co Person that is not acquired by the Authority pursuant to Section 14.2 14.3 (or not belonging to the Authority) and if it has not done so within 60 days after any notice from the Authority requiring it to do so the Authority may (without being responsible for any loss, damage, costs or expenses) remove and sell any such property and will hold any proceeds less all costs incurred to the credit and direction of Project Co; (c) subject to Section 14.3(a), on the Termination Date deliver to the Authority: (1) all keys, access codes or other devices required to operate the Facility in the control of Project Co; and (2) any Project Intellectual Property required to be delivered by Project Co pursuant to Section 14.2(e14.3(e); (d) subject to Section 14.3(a), as soon as practicable after the Termination Date, Date vacate, and cause the Project Co Persons to vacate, those parts of the Facility and of the Lands over which Project Co has control and occupation and will leave such parts of the Lands Facility and the Facility Lands in a safe, clean and orderly condition; and (e) comply with all requirements of Xxxxxxxx 0X Appendix 4B [Handback Requirements].