|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.
those solely related to the DG Project Entities. Neither Seller nor any Company Entity has been informed in writing by any other party to any Project Site Agreement that the respective Company Entity is in material breach of its obligations with respect to such Project Site Agreement.
(f) The Company Entities have (i) good, valid and indefeasible title to all of the Owned Real Property which any applicable Company Entity owns in fee, (ii) good and valid title to all other, non-fee Owned Real Property, (iii) a good and valid leasehold interest to all Leased Real Property, and (iv) good and valid title to all assets of the Company Entities that are not Real Property, in each case, free and clear of all Liens (other than Permitted Liens). There are no outstanding agreements or options to sell or lease which grant to any Person, other than Purchaser, the right to purchase, lease or otherwise acquire any of the assets of the Company Entities.
Section 4.06 Sufficiency of Assets.
(a) All of the tangible assets of the Company Entities (other than the Renew Development Projects) are in all material respects (i) in good operating condition and repair, subject to ordinary wear and tear, and (ii) are suitable and sufficient in all material respects for the conduct of the Business of the Company as it is currently being conducted and consistent with its past practices and as reflected in the Financial Statements.
(b) The assets of the Company Entities (other than the Renew Development Projects) constitute all assets, properties, rights (including Contracts), privileges and interests of whatever kind or nature, real or personal or mixed, tangible or intangible, used or necessary to (i) conduct the Business of the Company in the manner in which the business of the Company Entities is currently being conducted and consistent with its past practices and as reflected in the Financial Statements, and (ii) perform the obligations that are required to be performed under the Material Company Contracts on the date immediately following the Closing Date.
(c) With respect to the Renew Development Projects, to the Knowledge of Seller, there does not exist any actual or threatened Action by any Governmental Authority or environmental, permitting, real estate, right of way, condemnation, soils condition, wetland, local opposition, transmission, interconnection or other circumstance, fact or matter that could reasonably be expected to prevent the receipt of, or compliance with, any material Governmental Approval or the achievement of commercial operations.
Section 4.07 Title Policy. Seller has provided Purchaser with, or access to, a true and complete copy of all title policies, title commitments and title reports covering the Real Property (the “Title Policies”), except in respect of the Real Property related to the Renew Development Projects that have not yet been financed for which there are no Title Policies. The Real Property described in the Title Policies is subject only to (a) Permitted Liens, (b) matters disclosed in the Title Policies and (c) matters consented to in writing by Purchaser.
Section 4.08 Environmental. This Section 4.08, and Section 4.02, Section 4.04, Section 4.09, Section 4.11 and Section 4.12 hereof, shall constitute the sole representations of Seller with respect to Environmental Laws.
(a) Except as set forth on Schedule 4.08(a), or as would not, in the aggregate, reasonably be expected to materially and adversely affect the ability of the Company Entities to conduct the Business of the Company or result in material Losses relating to any Environmental Law:
(i) within the last three (3) years, no Company Entity has either been in violation of any Environmental Law or received any written notice, which remains uncured or unresolved, from any Governmental Authority or any other Person alleging that any Company Entity or any Project is in violation