66.1 Non-movable assets: Upon termination of this Agreement for breach by the Company in accordance with Section 61, all permanent non-movable tangible assets of the Company in the Project Area (the Non-movable Assets) [as identified in the Asset Inventory contained in Annex [X] to this Agreement], which are not otherwise the property of the Grantor, shall become the property of the Grantor without charge and free of any lien and encumbrance.

66.2 Upon termination of this Agreement by the Company for breach by the Grantor [or Authority] in accordance with Section 61, or upon expiry of the term of this Agreement, the Grantor [or the Authority] shall pay the Company the “Fair Market Value” for the Non-movable Assets.

66.3 “Fair Market Value” means the value which is estimated would be paid in an arm’s length transaction by a willing and knowledgeable buyer to a willing and knowledgeable seller on the basis that there are no encumbrances in existence and that there are willing buyers in the market. Such value shall be agreed by the Parties and, if not so agreed within 28 days of termination, any Party may give Notice of its intention to refer the matter to an independent valuation expert with relevant industry knowledge and experience for determination.

66.4 Movable assets: At any time after termination of this Agreement and with respect to each movable asset that is the property of the Company which the Company wishes to sell, the Grantor [or the Authority] shall have the first option to purchase such asset at a Fair Market Value. If the Grantor [or the Authority] does not exercise its option within ninety (90) days of being informed by the Company that it wishes to sell such asset, the Company may sell such asset to any other Person.

66.5 Movable assets provided by the Grantor [or the Authority] to the Company for the purposes of the Project [as identified in the Asset Inventory contained in Annex [X] to this Agreement] shall be returned to the Grantor [or the Authority] upon termination of this Agreement in substantially the same condition as they were provided to the Company save for reasonable wear and tear sustained through normal use of the Asset in accordance with Good Industry Practice.

66.6 The Grantor by Notice to the Company within a reasonable period but no more than one (1) year after termination of this Agreement pursuant to Section 61, may require reasonable disposal or removal, in accordance with the Applicable Law, of any or all movable assets, including unusable assets, remaining within the Project Area after total disposition of assets in accordance with this Section.

66.7 If the Company fails to reasonably dispose of or remove such asset or assets within a reasonable period after said Notice, the Grantor may effect such reasonable disposal or removal at the expense of Company.

66.8 The Company shall be liable to compensate the Grantor for any damage or deterioration to the Non-Movable or Movable Assets that are the property of the Grantor.

For more information: See generally ISLP & CCSI, 2016, Section 2.24 (Disposition of Assets); Szoke-Burke et al., 2018, Section 22 (What Happens to the Land and Improvements After the Contract Ends [Disposition of Assets]; UNIDROIT & IFAD, 2021, Chapter 6.II (Return of Assets Upon End and Termination of the Contract).