|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.
(i) Renew and its Affiliates distributed up, ultimately to Repowering, the following entities: (A) NRG Energy Center Eagles LLC, (B) NRG Independence Solar LLC, (C) NRG Solar Arrowhead, LLC, (D) NRG Solar Ring LLC, (E) NRG Solar SC Stadium LLC, (F) NRG Solar Guam LLC, (G) NRG Solar Dandan LLC, (H) Spanish Town Estate Solar 1 LLC, and (I) NRG Solar Sunrise LLC (including its interests in (x) Agua Caliente Borrower I LLC and (y) NRG Solar Ivanpah LLC);
(ii) NRG Wind LLC and its Affiliates contributed Capistrano, ultimately, to the Renew;
(iii) NRG Residential Solar Solutions LLC and its Affiliates contributed the Class B Membership Interests in RPV 1, ultimately, to the Company;
(iv) NRG Gas & Wind Holdings, Inc. and its Affiliates contributed RENOM and Asset Services, ultimately, to the Company; and
(v) NRG Wind Development Company, LLC and its Affiliates contributed Langford, ultimately, to Renew.
(b) Schedule 4.19(b) contains a true and complete structure chart of the Company immediately prior to and immediately following the completion of the Pre-Effective Date Reorganization.
The foregoing steps are referred to herein as the “Pre-Effective Date Reorganization”.
Section 4.20 Safe Harbor Equipment. The equipment set forth on Schedule 4.20 (the “Safe Harbor Equipment”) was purchased and paid in full by Renew in the amount of $17,156,602 on or prior to December 29, 2017.
Section 4.21 No Other Warranties. The warranties set forth in Article 3, Article 4 and Article 5 are exclusive and are in lieu of all other warranties, whether statutory, written or oral, express or implied; Seller provides no other warranties with respect to the Acquired Interests, the Company, the Subsidiaries, the assets of the Company, the assets of the Subsidiaries, the NYLD securities or the NYLD entities, all of which are expressly disclaimed. Seller makes no representation or warranty to Purchaser with respect to any financial projections, forecasts or forward looking statements of any kind or nature whatsoever relating to the Company, the Subsidiaries, the assets of the Company, the assets of the Subsidiaries, the NYLD securities or the NYLD entities or the Acquired Interests.
REPRESENTATIONS AND WARRANTIES REGARDING THE NYLD ENTITIES
Except as otherwise disclosed to Purchaser in the Seller Disclosure Schedules or as set forth in the NYLD SEC Documents filed prior to the Effective Date (but excluding any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are predictive or forward-looking in nature), Seller hereby represents and warrants to Purchaser as of the Effective Date and as of the Closing Date as follows:
Section 5.01 NYLD and NYLD LLC.
(a) Each of NYLD and NYLD LLC is a corporation or limited liability company, as applicable, validly existing and in good standing under the Laws of the State of Delaware 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 of NYLD and NYLD LLC 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