|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.
Orders) applicable to its business or operations or the Business of the Company or the Business of NYLD, except for violations as would not, individually or in the aggregate, reasonably be expected to result in material Losses to Purchaser or the Company Entities or NYLD Entities, or otherwise materially impair the conduct of the Business of the Company or the Business of NYLD.
Section 3.09 Lock Box Deposit. As of the Effective Date, Seller has deposited the Lock Box Deposit Amount into the Lock Box Account.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES
Except as otherwise disclosed to Purchaser in the Seller Disclosure Schedules, Seller hereby represents and warrants to Purchaser as of the Effective Date and as of the Closing Date as follows:
Section 4.01 The Company Entities.
(a) Each of the Company Entities is either a limited liability company, limited partnership or corporation validly existing and in good standing under the Laws of the state of its formation or incorporation and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Each Company Entity is duly qualified, licensed or admitted to do business and in good standing in each other jurisdiction in which the assets owned, used or leased by it, or the nature of the business conducted by it, and in which the actions required to be performed by it hereunder make such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) All of the issued and outstanding Acquired Interests of the Company are owned directly, beneficially and of record by Repowering free and clear of all Liens, except for those arising under securities Laws. All of the issued and outstanding Equity Interests of the Subsidiaries are owned, directly or indirectly, by the Company as more fully set forth on Schedule 4.01(b). All of the Acquired Interests and the issued and outstanding Equity Interests of the Subsidiaries have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with applicable Law. Seller has the requisite right, title, power and authority to sell, assign, convey and transfer the Acquired Interests as provided in this Agreement and, at the Closing, will convey to Purchaser good and marketable title to the Acquired Interests free and clear of all Liens, except for those arising under securities Laws.
(c) There are no and have not been any violations, breaches or defaults by any Company Entity or, to the Knowledge of Seller, any other party, to the Constitutive Documents. No Company Entity nor, to the Knowledge of Seller, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any Constitutive Document since the date of formation with respect to the Company or any of the Subsidiaries.
(d) Except as set forth on Schedule 4.01(d), there are no outstanding Options issued or granted by, or binding upon any Company Entity for any Person to purchase or sell or otherwise acquire or dispose of any equity interest or other security or interest in such Company Entity, other than Purchaser’s rights under this Agreement. Except as set forth on Schedule 4.01(d), none of the Acquired Interests or the Equity Interests of the Subsidiaries are subject to any voting trust or voting trust agreement, voting agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy.
(e) Except as set forth on Schedule 4.01(b), none of the Company Entities has any other subsidiaries, equity interests, interests in joint ventures or general or limited partnerships or other investment or portfolio assets of a similar nature.