Common use of BACKGROUND AND OBJECTIVES Clause in Contracts

BACKGROUND AND OBJECTIVES. NGE Generation, Inc. ("NGE"), NYSEG and the Buyer have entered into an Asset Purchase Agreement ("APA"), dated as of August 3, 1998, for the sale of NGE's fossil-fired generating facilities (the "Fossil Plants") and associated assets and liabilities described therein to the Buyer. As part of the transactions set forth in the APA, NGE will sell to Buyer the Real Property, Tangible Personal Property, and related assets, liabilities, rights, and obligations comprising NGE's Millxxxx Xxxtion, all as more specifically set forth in the APA. Following the Closing contemplated by the APA, NYSEG will continue to own certain real property, Interconnection Facilities, and Excluded Assets situated on or adjacent to Millxxxx Xxxtion which NYSEG plans to use in the normal conduct of its business. Buyer, in turn, will own certain real and personal property situated on or adjacent to NYSEG's real property which Buyer plans to use in the normal conduct of its business. Further, NYSEG and the Buyer have entered into an Interconnection Agreement (the "ICA") dated as of August 3, 1998 whereby NYSEG agrees to provide Interconnection Service (as defined in the ICA) to Buyer for the Fossil Plants, including Millxxxx Xxxtion, and Buyer agrees to provide NYSEG access to the Fossil Plants, including Millxxxx Xxxtion, for this purpose. In order for NYSEG and Buyer each to (i) enjoy the full benefit of their respective property rights, (ii) fulfill legal requirements, and (iii) comply with their respective agreements under the Interconnection Agreement, each Party requires certain easements, licenses, rights of 5 way, and other rights in, on, over, under, through, to, and above the other's real property and improvements. NYSEG and Buyer have agreed upon the following specific goals and objectives for this Agreement:

BACKGROUND AND OBJECTIVES. NGE Generation, Inc. ("NGE"), NYSEG and the Buyer have entered into an Asset Purchase Agreement ("APA"), dated as of August 3, 1998, for the sale of NGE's fossil-fired generating facilities (the "Fossil Plants") and associated assets and liabilities described therein to the Buyer. As part of the transactions set forth in the APA, NGE will sell to Buyer the Real Property, Tangible Personal Property, and related assets, liabilities, rights, and obligations comprising NGE's Millxxxx Greexxxxx Xxxtion, all as more specifically set forth in the APA. Following the Closing contemplated by the APA, NYSEG will continue to own certain real property, Interconnection Facilities, and Excluded Assets situated on or adjacent to Millxxxx Greexxxxx Xxxtion which NYSEG plans to use in the normal conduct of its business. Buyer, in turn, will own certain real and personal property situated on or adjacent to NYSEG's real property which Buyer plans to use in the normal conduct of its business. Further, NYSEG and the Buyer have entered into an Interconnection Agreement (the "ICA") dated as of August 3, 1998 whereby NYSEG agrees to provide Interconnection Service (as defined in the ICA) to Buyer for the Fossil Plants, including Millxxxx Greexxxxx Xxxtion, and Buyer agrees to provide 5 NYSEG access to the Fossil Plants, including Millxxxx Greexxxxx Xxxtion, for this purpose. In order for NYSEG and Buyer each to (i) enjoy the full benefit of their respective property rights, (ii) fulfill legal requirements, and (iii) comply with their respective agreements under the Interconnection Agreement, each Party requires certain easements, licenses, rights of 5 way, and other rights in, on, over, under, through, to, and above the other's real property and improvements. NYSEG and Buyer have agreed upon the following specific goals and objectives for this Agreement:

BACKGROUND AND OBJECTIVES. NGE Generation, Inc. ("NGE"), NYSEG and the Buyer have entered into an Asset Purchase Agreement ("APA"), dated as of August 3, 1998, for the sale of NGE's fossil-fired generating facilities (the "Fossil Plants") and associated assets and liabilities described therein to the Buyer. As part of the transactions set forth in the APA, NGE will sell to Buyer the Real Property, Tangible Personal Property, and related assets, liabilities, rights, and obligations comprising NGE's Millxxxx Goudxx Xxxtion, all as more specifically set forth in the APA. Following the Closing contemplated by the APA, NYSEG will continue to own certain real property, Interconnection Facilities, and Excluded Assets situated on or adjacent to Millxxxx Goudxx Xxxtion which NYSEG plans to use in the normal conduct of its business. Buyer, in turn, will own certain real and personal property situated on or adjacent to NYSEG's real property which Buyer plans to use in the normal conduct of its business. Further, NYSEG and the Buyer have entered into an Interconnection Agreement (the "ICA") dated as of August 3, 1998 whereby NYSEG agrees to provide Interconnection Service (as defined in the ICA) to Buyer for the Fossil Plants, including Millxxxx Goudxx Xxxtion, and Buyer agrees to provide NYSEG access to the Fossil Plants, including Millxxxx Goudxx Xxxtion, for this purpose. In order for NYSEG and Buyer each to (i) enjoy the full benefit of their respective property rights, (ii) fulfill legal requirements, and (iii) comply with their respective agreements under the Interconnection Agreement, each Party requires certain easements, licenses, rights of 5 way, and other rights in, on, over, under, through, to, and above the other's real property and improvements. 6 NYSEG and Buyer have agreed upon the following specific goals and objectives for this Agreement:

BACKGROUND AND OBJECTIVES. NGE Generation, Inc. ("NGE"), NYSEG and the Buyer have entered into an Asset Purchase Agreement ("APA"), dated as of August 3, 1998, for the sale of NGE's fossil-fired generating facilities (the "Fossil Plants") and associated assets and liabilities described therein to the Buyer. As part of the transactions set forth in the APA, NGE will sell to Buyer the Real Property, Tangible Personal Property, and related assets, liabilities, rights, and obligations comprising NGE's Millxxxx Kintxxx Xxxtion, all as more specifically set forth in the APA. Following the Closing contemplated by the APA, NYSEG will continue to own certain real property, Interconnection Facilities, and Excluded Assets situated on or adjacent to Millxxxx Kintxxx Xxxtion which NYSEG plans to use in the normal conduct of its business. Buyer, in turn, will own certain real and personal property situated on or adjacent to NYSEG's real property which Buyer plans to use in the normal conduct of its business. Further, NYSEG and the Buyer have entered into an Interconnection Agreement (the "ICA") dated as of August 3, 1998 whereby NYSEG agrees to provide Interconnection Service (as defined in the ICA) to Buyer for the Fossil Plants, including Millxxxx Kintxxx Xxxtion, and Buyer agrees to provide NYSEG access to the Fossil Plants, including Millxxxx Kintxxx Xxxtion, for this purpose. 5 In order for NYSEG and Buyer each to (i) enjoy the full benefit of their respective property rights, (ii) fulfill legal requirements, and (iii) comply with their respective agreements under the Interconnection Agreement, each Party requires certain easements, licenses, rights of 5 way, and other rights in, on, over, under, through, to, and above the other's real property and improvements. NYSEG and Buyer have agreed upon the following specific goals and objectives for this Agreement: