|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.
“Transferring Employee” means each employee of Seller and its Affiliates who provides services at a plant that is owned or operated in the course of the Business of the Company and who is (i) listed on Schedule 4.16(a) and (ii) identified as a “Transferring Employee” on such schedule.
“Voting Company Debt” has the meaning set forth in Section 5.03(d).
“Weighted Average Contract Price” means, with respect to the Contracts providing for the sale of electricity by DG Project Entities pertaining to each DG Tax Equity Fund, the weighted average contract price ($/MW) based on the contracted capacity under all such revenue Contracts.
“Weighted Average Contract Tenor” means, with respect to the Contracts providing for the sale of electricity by DG Project Entities pertaining to each DG Tax Equity Fund, the weighted average remaining contract tenor (years) based on contracted capacity under all such revenue Contracts.
“Zephyr 2018 Business Plan” means the business plan attached hereto as Exhibit F.
“Zephyr Business Plan Adjustment Amount” has the meaning set forth in Section 2.05.
“Zephyr Employee Plan” has the meaning set forth in Section 4.16(d).
Section 1.02 Interpretation.
(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement, (v) the words “include”, “includes” and “including” are not words of limitation and shall be deemed to be followed by the words “without limitation”, (vi) the use of the word “or” to connect two or more phrases shall be construed as inclusive of all such phrases (e.g., “A or B” means “A or B, or both”), (vii) the use of the conjunction “and/or” shall be construed as “any or all of”, (viii) references to Persons include their respective successors and permitted assigns and, in the case of Governmental Authorities, Persons succeeding to their respective functions and capacities, and (ix) the words “ordinary course of business” and “ordinary course of the Business” will be deemed to be followed by “consistent with past practice” and, with respect to the Company, shall include the ordinary course of business of the Subsidiaries and prior Affiliated owners of any assets of the Company Entities.
(b) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.
(c) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under United States generally accepted accounting principles (“GAAP”).
(d) Unless the context otherwise requires, a reference to any Law includes any amendment, modification or successor thereto.
(e) Any representation or warranty contained herein as to the enforceability of a Contract shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar Law affecting the enforcement of creditors’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(f) In the event of a conflict between this Agreement and any exhibit, schedule or appendix hereto, this Agreement shall control.