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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.


Purchaser, the Company Entities or the NYLD Entities, or otherwise materially impair the conduct of the Business of the Company or the Business of NYLD.
Section 3.04    No Conflicts. Except as set forth on Schedule 3.04, the execution and delivery by Seller of this Agreement does not, the performance of Seller’s, the Company Entities’ and the NYLD Entities’ obligations hereunder will not, and the completion of the Pre-Effective Date Reorganization did not, (a) violate any provision of the organizational documents of Seller, the Company Entities or the NYLD Entities, (b) result in a violation or breach of any provision of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any benefit or right of termination, cancellation, payment, acceleration, modification, or revocation under, any Contract, or any other undertaking, commitment or obligation to which any of Seller, the Company Entities or the NYLD Entities is a party or by which it or any of its assets may be bound, (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any asset of any of Seller, the Company Entities or the NYLD Entities or (d) assuming all Consents contemplated in ‎Section 3.05 have been made or obtained, violate or conflict with any applicable Law, except, in the case of clauses (b), (c) and (d), for violations, breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or conflicts which, individually or in the aggregate, would not result in material Losses to Purchaser, the Company Entities or the NYLD Entities, or otherwise materially impair the conduct of the Business of the Company or the Business of NYLD.
Section 3.05    Governmental Approval. No Governmental Approval by or on behalf of Seller, the Company Entities or the NYLD Entities is required for or in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, and no such Governmental Approval was required in connection with the Pre-Effective Date Reorganization, other than (a) clearance or earlier termination of the waiting period under the HSR Act, (b) requirements of any applicable provisions of the Securities Act or any other applicable securities Laws, (c) Consents required pursuant to the FPA as described in ‎Section 9.09, (d) Consents set forth on Schedule 3.05 (“Seller Approvals”), (e) Consents that, if not obtained or made, would not be material to the Business of the Company or the Business of NYLD, taken as a whole, (f) Consents not required to be made or given until after the Closing, (g) Consents that have already been obtained or (h) requirements applicable solely as a result of the specific legal or regulatory status of Purchaser or any of its Affiliates or solely as a result of any other facts that specifically relate to the business or activities in which Purchaser or any of its Affiliates are or propose to be engaged, other than the Business of the Company or the Business of NYLD.
Section 3.06    Legal Proceedings. Except as set forth in Schedule 3.06, there is no (a) Action pending or, to the Knowledge of Seller, threatened against any of Seller, the Company Entities or the NYLD Entities or that affects any of Seller, the Company Entities or the NYLD Entities or any of their assets, the outcome of which would, individually or in the aggregate, be reasonably likely to result in any Liability for any Company Entity or NYLD Entity that would, 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 or (b) Order (other than any Order of general applicability) outstanding against any of Seller, the Company Entities or the NYLD Entities, which would, individually or in the aggregate, be material to the Business of the Company or the Business of NYLD.
Section 3.07    Brokers. Except as set forth on Schedule 3.07, no investment banker, broker, finder or agent is entitled to any brokerage, financial advisory, finder’s or similar fee or commission payable in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller for which Purchaser or the Company Entities or NYLD Entities could have any Liability.
Section 3.08    Compliance with Laws. None of the Company Entities or NYLD Entities is, or within the last three (3) years has been, in violation of any Law or Order (excluding Environmental Laws and related

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