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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.


of any Environmental Law or subject to liability under any Environmental Law, and to the Knowledge of Seller, no such notice is threatened;
(ii)    the Company Entities possess all Permits presently required under applicable Environmental Laws to conduct the Business of the Company as currently conducted and operated and each such Permit is in full force and effect and the applicable Company Entity is in compliance in all material respects with all its obligations with respect thereto. There are no proceedings pending or, to the Knowledge of Seller, threatened which would reasonably be expected to result in the revocation or termination of any such Permit and no such Permit is reasonably expected to be terminated as a result of or in connection with the consummation of the transactions contemplated by this Agreement; and
(iii)    neither any Company Entity nor any Project is subject to any Action or outstanding Order pursuant to any Environmental Law, nor is in receipt of any written notice, pending complaint or claim seeking to impose an Environmental Liability against any Company Entity, including as arising from the operation of any Project, and to the Knowledge of Seller, none of the foregoing is threatened.
(b)    Except 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, no Company Entity has arranged for, consented to the disposal of or released any Hazardous Substances, including as a result of the operation of any Project, and Hazardous Substances are not otherwise present at or about any property or facility currently, or to the Knowledge of Seller formerly, owned or operated by any Company Entities in each instance in a manner or condition that would reasonably be expected to give rise to Environmental Liability for any Company Entity.
(c)    Except as set forth on Schedule 4.08(a) and as would not, individually or 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, protected species of organism or cultural or anthropological artifacts are not present at or about any Project.

Section 4.09    Permits. The Company Entities have obtained and hold, and are not in violation of in any material respect, all material Permits required to conduct the Business of the Company. Each such Permit is in full force and effect and the applicable Company Entity is in compliance in all material respects with all its obligations with respect thereto. There are no proceedings pending or, to the Knowledge of Seller, threatened which would reasonably be expected to result in the revocation or termination of any material Permit of any Company Entity. None of the material Permits are reasonably expected to be terminated as a result of or in connection with the consummation of the transactions contemplated by this Agreement.
Section 4.10    Affiliate Transactions. Except as disclosed on Schedule 4.10 or under the Material Company Contracts, and except for this Agreement, there are no existing or pending transactions, Contracts or Liabilities between or among any Company Entity on the one hand, and Seller or any of Seller’s Affiliates (other than a Company Entity or NYLD Entity) on the other hand.
Section 4.11    Insurance
. Schedule 4.11 contains a summary description of all material
insurance policies, all of which are in full force and effect, maintained as of the Effective Date that insure the assets related to the Business of the Company. Neither Seller nor any Company Entity has, with respect to the Business of the Company, received any notice from any insurer under any such insurance policy disclaiming coverage, reserving rights with respect to a particular claim or such policy in general or canceling or materially amending any such policy. There is no claim, suit or other matter currently pending in respect

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