Definitions from Contribution Agreement
THIS CONTRIBUTION AGREEMENT (the "Agreement"), dated as of June 29, 2016 (the "Execution Date"), by and among SunPower AssetCo, LLC, a Delaware limited liability company ("AssetCo"), 8point3 Operating Company, LLC, a Delaware limited liability company (the "Contributor") and, solely for purposes of agreeing to its obligations set forth in Section 7.07, SunPower Corporation, a Delaware corporation ("Parent Guarantor" or "SunPower" and, together with AssetCo and the Contributor, each a "Party" and collectively, the "Parties"). Capitalized terms used herein shall have the meanings set forth in Article I hereof.
Definitions. In this Agreement (including the Preamble and Recitals hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined): "8point3 Entities" means the Partnership and its Subsidiaries. "8point3 OpCo Holdings" has the meaning set forth in the Recitals. "Acquired Assets" has the meaning set forth in Section 3.11(a). "Acquired Companies" means the Company, the Project Holding Company and the Project Company. "Action" means any action, notice, claim, suit, arbitration, investigation, information, audit, request or proceeding by or before any arbitrator, court, or other Governmental Entity. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, AssetCo and its Affiliates will not be deemed to be Affiliates of the 8point3 Entities hereunder, and vice versa. "Agreement" has the meaning set forth in the Preamble. "Amended and Restated Company LLC Agreement" has the meaning set forth in Section 2.04(a). "AssetCo" has the meaning set forth in the Preamble. "AssetCo Disclosure Schedule" means the disclosure schedule prepared and delivered by AssetCo to the Contributor as of the Execution Date. "AssetCo Group" has the meaning set forth in Section 7.03. "AssetCo Indemnified Taxes" means (i) all Tax liabilities attributable to the ownership, management and operation of the Acquired Companies or the ownership and operation of the Acquired Assets or the Business and incurred on or prior to the Execution Date (as determined under Section 10.02), including (a) any such Tax liabilities of AssetCo and its Affiliates (including the Acquired Companies and the Contributor) that may result from the consummation of the transactions contemplated by this Agreement, (b) any such Tax liabilities arising under Treasury Regulations Section 1.1502-6 and any similar provisions of state, local or foreign Law, by contract, as successor, transferee or otherwise, or which are attributable to having been a member of a consolidated, combined or unitary group, and (c) any Tax imposed on the Acquired Companies or the Contributor that results from the business or operation of any other Affiliate of AssetCo. "AssetCo Material Adverse Effect" means a Material Adverse Effect with respect to the Acquired Companies, taken as a whole, or a material adverse effect on the ability of AssetCo or its Affiliates to consummate the transactions contemplated by the Transaction Documents or to perform its material obligations under the Transaction Documents. "AssetCo Party" has the meaning set forth in Section 3.01. "AssetCo Specified Representations" means those representations and warranties made in Sections 3.01 (Organization; Qualification), 3.02 (Authority and Power), 3.03 (Valid and Binding Obligation), 3.06 (Issuance of Class B Interests), 3.07 (Capital Stock) and 3.21 (No Brokers). "Balance Sheet" has the meaning set forth in Section 3.08(a). "Board of Directors" has the meaning set forth in the Recitals. "Business" means the business of the Acquired Companies on the Execution Date. "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day. "Cash Contribution" has the meaning set forth in Section 2.01(a). "Cash Grant" means any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, P.L. 111-5, as amended, or any successor provision. "Charter Documents" means, with respect to any Person, all charter, organizational and other documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its by-laws; (b) in respect of a general partnership, its statement of partnership existence, if any, and its partnership agreement; (c) in respect of a limited partnership, its certificate of limited partnership and its partnership agreement; and (d) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement. "Class A Interests" means 100% of the class A limited liability company interests of the Company. "Class B Interests" means 100% of the class B limited liability company interests of the Company. "C