|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.
Entities or NYLD Entities as a result of the failure to qualify for the exclusion under Section 73 of the California Revenue and Taxation Code at any time prior to the Closing and (viii) any Tax imposed on any of the Company Entities or NYLD Entities as a result of the disallowance or recapture of any tax credit, including any solar investment tax credit or Section 1603 grant, that was taken prior to Closing.
“Severance Plans” has the meaning set forth in Section 8.06(d).
“Straddle Period” means any Tax period that includes but does not end on the Closing Date.
“Subsidiaries” has the meaning set forth in the Recitals.
“Support Obligations” has the meaning set forth in Section 4.15.
“Taking” has the meaning set forth in Section 7.06.
“Tax” or “Taxes” means any income, profits, gross or net receipts, property, sales, use, capital gain, transfer, excise, license, production, franchise, employment, social security, occupation, payroll, registration, capital, governmental pension or insurance, withholding, royalty, severance, stamp or documentary, value added, goods and services, business or occupation or other tax, charge, assessment, duty, levy, unclaimed property or escheat obligation, compulsory loan or fee of any kind (including any interest, additions to tax, or civil or criminal penalties thereon) of the United States or any state or local jurisdiction therein required to be collected, or of any other nation or any jurisdiction therein, together with any obligations for the Taxes of any other person whether as successor, a member of a group, indemnitor, or otherwise.
“Tax Claim” has the meaning set forth in Section 11.01(e).
“Tax Equity Investor Indemnity” has the meaning set forth in Section 4.03(a)(v).
“Tax Returns” means any report, form, return, statement or other information (including any amendments) supplied to or filed, or required to be supplied to or filed, with a Governmental Authority by a Person with respect to Taxes, including information returns, any amendments thereof or schedule or attachment thereto and any documents with respect to or accompanying requests for the extension of time in which to file any such report, form, return, statement or other information.
“Termination Date” has the meaning set forth in Section 14.01(b).
“Third Amended and Restated NRG/NYLD ROFO Agreement” means that Third Amended and Restated Right of First Offer Agreement to be entered into prior to Closing by and between NRG and NYLD, substantially in the form attached hereto as Exhibit G.
“Title Policy” has the meaning set forth in Section 4.07.
“Total Contracted Capacity” means, with respect to the Contracts providing for the sale of electricity by DG Project Entities pertaining to each DG Tax Equity Fund, the aggregate contracted capacity (in MW) under such revenue Contracts.
“Transfer Taxes” has the meaning set forth in Section 11.01(d).
“Transferred Support Obligations” has the meaning set forth in Section 4.15.