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SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 
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.


(a)    all Liens for Taxes, which are not due and payable as of the Closing Date or, if due, are (i) not delinquent or (ii) being contested in good faith through appropriate proceedings and set forth on Schedule 1.01(e) and as to which adequate reserves in accordance with GAAP have been taken on the books of the Company or any Subsidiary;
(b)    all building codes and zoning ordinances and other Laws of any Governmental Authority heretofore, now or hereafter enacted, made or issued by any such Governmental Authority affecting the Real Property;
(c)    all easements, rights-of-way, covenants, conditions, restrictions, reservations, licenses, agreements, and other similar matters which would not reasonably be expected to materially and adversely affect the use and enjoyment of the Real Property;
(d)    all encroachments, overlaps, boundary line disputes, shortages in area, drainage and other easements, cemeteries and burial grounds and other similar matters which would not reasonably be expected to materially and adversely affect the use and enjoyment of the Real Property;
(e)    all electric, telephone, gas, sanitary sewer, storm sewer, water and other utility lines, pipelines, service lines and facilities of any nature now located on, over or under the Real Property, and all licenses, easements, rights-of-way and other similar agreements relating thereto which would not reasonably be expected to materially and adversely affect the use and enjoyment of the Real Property;
(f)    all existing public and private roads and streets (whether dedicated or undedicated), and all railroad lines and rights-of-way affecting the Real Property which would not reasonably be expected to materially and adversely affect the use and enjoyment of the Real Property;
(g)    all rights with respect to the ownership, mining, extraction and removal of minerals of whatever kind and character (including all coal, iron ore, oil, gas, sulfur, methane gas in coal seams, limestone and other minerals, metals and ores) that have been granted, leased, excepted or reserved prior to the Effective Date which would not reasonably be expected to materially and adversely affect the use and enjoyment of the Real Property; and
(h)    inchoate mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the ordinary course of business of the Company or any Subsidiary (i) as to which there is no existing default on the part of the Company or any Subsidiary or (ii) that are being contested in good faith through appropriate proceedings and as set forth on Schedule 1.01(e) and as to which adequate reserves in accordance with GAAP have been taken on the books of the Company or any Subsidiary.
Permitted Intercompany Transfer” means any settlement of accounts payable and accounts receivable, (i) by any Company Entity, on the one hand, to any Seller or any of its Affiliates (other than any Company Entity or any NYLD Entity), on the other hand, or (ii) by any Seller or any of its Affiliates (other than any Company Entity or any NYLD Entity), on the one hand, to any Company Entity, on the other hand, with respect to services provided by Seller or its Affiliates (other than any Company Entity or any NYLD Entity) to the Company Entities prior to the Closing Date so long as the business of the Company Entities is conducted consistently with the Zephyr 2018 Business Plan and otherwise in compliance with the terms of this Agreement, including in respect of (a) any payment, repayment or prepayment primarily related to the sale of merchant energy, capacity or ancillary services, (b) any payment, repayment or prepayment primarily related to the sale of merchant renewable energy credits, (c) any payment, prepayment or repayment primarily related to wages and related employee/employer expenses, including travel and entertainment expenses, (d) any payment, prepayment or repayment primarily related to any purchase card or P-Card transactions of the Company Entities, and (e) any payment, prepayment or repayment primarily related to insurance.

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