13. transfer of ownership
13.1 before the establishment of new company, c and b shall be the proprietary owners of the infrastructure project or any part thereof during the construction period and/or the operation period and shall possess and exercise all rights, privileges, titles to and interests in the infrastructure project. such ownership shall be shared by the members of new company until the transfer date in proportion of the percentage of their share of equity when new company is established.
b acknowledges such ownership and guarantees that such ownership shall be respected and protected by b under the laws of ___________and b shall make resolutions, issue orders or execute any action which is required to protect such ownership. b guarantees that under any circumstance or for any cause, the ownership of the infrastructure project and other assets of c or new company, during construction or after completion date, shall not be condemned, confiscated, nationalized or restricted by b unless c or new company abandons the project.
abandonment in this clause means that i) c or new company notifies b of their definite intent to neglect the infrastructure project and ii) c or new company's neglect of the infrastructure project lasts more than _____________months without cause.
during the construction period and/or operation period, c or new company shall at its own discretion and necessity cause a lien or encumbrance to be created on the infrastructure project and other facilities forming the project, and b shall not raise any objection thereto.
13.2 on the transfer date new company shall transfer to b, free from any lien or encumbrance created by new company and without the payment of any compensation, all its right, title to and interest in the infrastructure project, unless otherwise specified in the agreement or any supplementary agreement.
13.3 __________year prior to the transfer date, b and new company shall discuss the necessary procedure for the transfer of the infrastructure project and ______months prior to the transfer date, b and new company shall meet and agree the inventories involved and the mechanics of transfer.
13.4 the infrastructure project and all other equipment transferred pursuant to clause 13 shall be transferred on an 'as is' basis and after the transfer date new company shall be under no liability whatsoever to b in respect of the operation of the infrastructure project by b or a person designated by b.
13.5 b shall be responsible for all costs and expenses ( including legal fees and taxes or duties) incurred in connection with the transfer referred in clause 13 and shall at its own cost obtain or effect all governmental and other approvals, licenses, registrations and filings and take such other actions as may be necessary for the transfer contemplated in clause 13, and reimburse new company on demand for all such costs and expenses incurred by new company in respect of such transfer.