Common use of BACKGROUND & PURPOSE Clause in Contracts

BACKGROUND & PURPOSE. (a) GPUI has expertise concerning the production, transmission, distribution and sale of electric energy. (b) API is engaged in the business of designing, engineering, manufacturing and assembling photovoltaic ("PV") systems for the production of electric energy. (c) GPUI has entered into a Team-Up Program Agreement (the "UPVG Agreement"), dated as of March 31, 1997, with the Utility Photovoltaic Group, Inc. ("UPVG") pursuant to which GPUI has been awarded a grant from UPVG in connection with UPVG's Cooperative Agreement with the United States Department of Energy, under which UPVG has agreed to assist in the commercialization of PV systems. (d) The UPVG Agreement sets forth a Statement of Work (the "SOW") to be performed by GPUI in connection with the development of commercial applications for PV systems. (e) The Members have arranged for the Company to be formed for the purpose of acting as a subcontractor and/or supplier to GPUI for purposes of performing the SOW contemplated by the UPVG Agreement, and to engage in such other business(es) as may be mutually agreed between the Members. (f) It is contemplated that the Company will not have any employees and that therefore the bulk of the services to enable the Company to carry out its commitments in performing the SOW will be provided by or through API or other subcontractors, which will also supply material to the Company in connection therewith. (g) Concurrently herewith the Members and the Company are entering into a Performance Agreement (the "Performance Agreement") pursuant to which the Company is agreeing to perform the SOW and API is agreeing to render services and supply material to the Company in connection therewith. (h) The Company shall be authorized to take such actions and to transact such business in furtherance of the foregoing objectives as may be taken and transacted by limited liability companies formed under New Jersey law, including, but not limited to, transactions with affiliates or related entities, including, but not limited to, buying from or selling to, borrowing from or lending to, or leasing property from or to, such affiliates or related entities.