|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, one hundred percent (100%) of the outstanding membership interests of the Company (the “Acquired Interests”), on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of Purchaser to enter into this Agreement, NRG, Purchaser, NYLD and NRG Yield Operating LLC have entered into the Consent and Indemnity Agreement, dated as of the Effective Date (the “Consent and Indemnity Agreement”), pursuant to which NYLD has consented to the transactions contemplated hereby and the parties thereto have agreed to undertake certain obligations as set forth therein;
WHEREAS, prior to the Effective Date, the lenders under the NYLD Subsidiary Credit Agreement have provided their consent to the transfer of the NYLD Securities as contemplated by this Agreement; and
WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of Seller to enter into this Agreement, Purchaser Parent has entered into a Purchaser Parent Guaranty, dated as of the Effective Date, in favor of Seller pursuant to which Purchaser Parent has guaranteed certain obligations of Purchaser arising under, or in connection with, this Agreement (the “Purchaser Parent Guaranty”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1.01 Definitions. As used in this Agreement, the following defined terms have the meanings indicated below: