|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.
of which any Company Entity has received such a notice. All premiums due and payable for such insurance policies have been duly paid, and such policies or extensions, renewals or replacements thereof in the amounts described shall be outstanding and duly in full force without interruption until the Closing Date. The insurance maintained by or on behalf of the Company and the Subsidiaries is adequate to comply with all Laws and Material Company Contracts. All insurance policies maintained by or on behalf of the Company Entities are with reputable insurance carriers and provide coverage for all normal risks incident to the Business of the Company and their respective assets in such amounts and with such deductibles, as are commercially reasonable. Except as set forth on Schedule 4.11, there are no pending insurance claims in respect of the Company Entities.
Section 4.12 Financial Statements.
(a) Schedule 4.12 sets forth true and complete copies of (i) the unaudited combined balance sheet for the Company Entities as of September 30, 2017 (the “Balance Sheet Date”), and (ii) the related combined statements of operations and cash flows for the nine (9)-month period then-ended (the “Financial Statements”). The Financial Statements (i) fairly present, in all material respects, the combined financial position and combined results of operations of the Company Entities, as of the respective dates set forth therein, (ii) have been prepared all in conformity with Seller’s GAAP consistently applied during the period(s) involved except as otherwise noted therein, subject to normal and recurring year-end adjustments that have not been and are not expected to be, individually or in the aggregate, material in amount or nature, and (iii) have been prepared in good faith from and accurately reflect the books and records of the Company Entities.
(b) Seller has devised and maintains systems of internal accounting controls with respect to the Business of the Company sufficient to provide reasonable assurances that, in all material respects, (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with Seller’s GAAP, consistently applied, and to maintain proper accountability for items and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.
(c) Schedule 4.12(c) sets forth, as of the Lock Box Date, a schedule showing the principal amount of outstanding indebtedness for borrowed money of the Company Entities.
(d) As of the Effective Date, the Lock Box Account contains at least ********
****** dollars ($*********) in cash or cash equivalents.
Section 4.13 Absence of Certain Changes
. Since December 31, 2017 through the Effective Date, each Company Entity has conducted its respective business in the ordinary course of business and in accordance with Good Industry Practice, and there has not been (a) any damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of the Company Entities to conduct any material portion of the Business of the Company, (b) any declaration, setting aside or payment of any non-cash or in-kind dividend or other distribution of property other than cash or cash equivalents with respect to the Acquired Interests, (c) any change in accounting methods, principles or practices affecting the Company Entities, except as required or permitted by GAAP, (d) any change, occurrence, event or