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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)    If the Patriot PSA is executed and delivered by the parties thereto during the Interim Period but the closing of the Patriot Sale Transaction does not occur prior to Closing then, at the Closing, (i) if the Preliminary Patriot Sale Price equals or exceeds the Patriot Target Amount, the Patriot Adjustment Amount shall be zero dollars ($0), or (ii) if the Patriot Target Amount exceeds the Preliminary Patriot Sale Price, the Base Purchase Price shall be decreased by the amount of such excess.
(b)    If the Patriot PSA is executed and delivered by the parties thereto during the Interim Period and the closing of the Patriot Sale Transaction occurs prior to the Closing then, at the Closing (i) if the Preliminary Patriot Sale Proceeds (or if such amount has been finally determined, the Final Patriot Sale Proceeds) exceeds the Patriot Target Amount, the Base Purchase Price shall be increased by the amount of such excess or, (ii) if the Patriot Target Amount exceeds the Preliminary Patriot Sale Proceeds (or if such amount has been finally determined, the Final Patriot Sale Proceeds), the Base Purchase Price shall be decreased by the amount of such excess. If the Patriot Sale Transaction closes during the Interim Period, all amounts payable to Renew, as seller, under the Patriot PSA shall be deposited in the Lock Box Account.
(c)    If, pursuant to a Patriot PSA executed and delivered as contemplated by ‎Section 2.06(a)(i), the Patriot Sale Transaction closes after the Closing Date and before the Patriot Termination Date then, within five (5) Business Days after the receipt by Renew of the Preliminary Patriot Sale Proceeds at the closing of the Patriot Sale Transaction, Purchaser shall cause Renew to pay to Seller the amount by which the Preliminary Patriot Sale Proceeds (or if such amount has been finally determined, the Final Patriot Sale Proceeds) exceeds the Patriot Target Amount by wire transfer of immediately available funds to the such account as the Seller shall specify in writing. The Parties intend the payment of the Preliminary Patriot Sale Proceeds (as adjusted), if any, to be an adjustment to the Final Purchase Price.
(d)    If a Patriot PSA has not been executed and delivered prior to the Closing Date then the Base Purchase Price shall be decreased by the Patriot Target Amount, and, subject to receipt of all required Consents and Governmental Approvals, Purchaser shall cause one hundred percent (100%) of the membership interests in Patriot Wind Farm, LLC to be conveyed to Seller (the amount of increase or decrease in ‎Section 2.06(a)(ii) or this ‎Section 2.06(b) or this ‎Section 2.06(f), the “Patriot Adjustment Amount”).
(e)    If the Patriot PSA has been executed and delivered prior to the Closing Date but the Patriot Sale Transaction fails to close prior to the Patriot Termination Date, then, (A) within ten (10) Business Days after the occurrence of the Patriot Termination Date, Seller shall pay to Purchaser an amount equal to the Patriot Target Amount (or, in the case of a Patriot PSA described in ‎Section 2.06(a)(ii) an amount equal to the Preliminary Patriot Sale Price) by wire transfer of immediately available funds to such account as Purchaser shall specify to Seller in writing, and (B) contemporaneously with such payment, Purchaser shall, subject to receipt of all required Consents and Governmental Approvals, convey to Seller or cause a Renew Subsidiary to convey to Seller one hundred percent (100%) of the membership interests in Patriot Wind Farm, LLC free and clear of all Liens (other than any Liens which were in existence immediately prior to the Closing).
(f)    If the Closing has occurred, the closing of the Patriot Sale Transaction has occurred and the Final Patriot Sale Price has not been finally determined, then within five (5) Business Days after the determination of the Final Patriot Sale Price pursuant to the Patriot PSA, if the Final Patriot Sale Proceeds exceed the Preliminary Patriot Sale Proceeds, Purchaser shall pay to Seller the amount of such excess or, if the Preliminary Patriot Sale Proceeds exceed the Final Patriot Sale Proceeds, Seller shall pay to Purchaser the amount of such excess (in either case, the “Patriot True-Up Amount”), in each case by wire transfer of immediately available funds to the applicable payee’s account as such payee shall specify to the other Party in writing. The Parties intend the Patriot True-Up Amount, if any, to be an adjustment to the Final Purchase Price.

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