|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.
development that would, individually or in the aggregate, have a Material Adverse Effect or (e) any action taken by such Company Entity or any failure to take any action that, if taken or not taken after the Effective Date, would have required the prior consent of Purchaser under Section 7.04.
Section 4.14 Regulatory Status.
(a) Each ProjectCo is either an “exempt wholesale generator” as defined under PUHCA or owns only QFs. Each ProjectCo is either (i) authorized by FERC to make sales of energy, capacity, and ancillary services at market-based rates pursuant to Section 205 of the FPA, has blanket authorization from FERC under Section 204 of the FPA to issue securities and assume liabilities, and has all other blanket authorizations and waivers from FERC that are customarily granted by FERC to entities with market-based rate authorization; or (ii) owns only QFs exempt from the requirements of both Section 204 and Section 205 of the FPA. Except for its market-based rate tariff authorized by order of FERC, no ProjectCo has any other tariff or rate schedule on file with FERC and is not required to have any other tariffs or rate schedules on file with FERC. Each of the Company and the applicable Subsidiary is a “holding company” as defined in PUHCA solely because of its status as an “exempt wholesale generator” as defined under PUHCA or its ownership of QFs, and, as such, is exempt from regulation under PUHCA as set forth in 18 C.F.R. § 366.3(a). Neither Seller, nor any of its Subsidiaries, including any ProjectCo, is subject to regulation as a “public utility” or “public service company” (or similar designation) with respect to rates, securities issuances or capital structure by any state Governmental Authority.
(b) Schedule 4.14(b) lists each ProjectCo that is registered with NERC as a Generator Owner or Generator Operator, and each such ProjectCo is with respect to the listed Project in compliance with all requirements applicable to such registrations. Other than those registrations listed on Schedule 4.14(b), no other ProjectCo is registered (or is required to be registered) with NERC with respect to any Project.
Section 4.15 Support Obligations.
(a) Schedule 4.15(a) sets forth a true and complete list of all guaranties, letters of credit, bonds, collateral or other credit support provided by Seller and any of its Affiliates (other than a Company Entity or an NYLD Entity) to or on behalf of any Company Entity or any NYLD Entity in respect of the Business of the Company or the Business of NYLD; and
(b) Schedule 4.15(b) sets forth a true and complete list of all guaranties, letters of credit, bonds, collateral or other credit support provided by a Company Entity on behalf of any NYLD Entity in respect of the Business of NYLD (collectively with the guaranties, letters of credit, bonds, collateral or other credit support set forth on Schedule 4.15(a), the “Support Obligations”), in each case of Schedule 4.15(a) and Schedule 4.15(b), indicating if the Support Obligation is a “Retained Support Obligation” or a “Transferred Support Obligation”. True and complete copies of all such Support Obligations as of the Effective Date have been made available to Purchaser. Any Support Obligation not listed on Schedule 4.15(a) or Schedule 4.15(b) shall be considered a Retained Support Obligation.
Section 4.16 Employee and Benefit Matters.
(a) A list of each individual who, as of the Effective Date, is a Business Employee is set forth on Schedule 4.16(a), along with (i) such individual’s status as active or inactive, (ii) if such individual has an inactive status, the reason for such status and such individual’s expected return date (if any) and (iii) if such individual has announced an intended retirement date, such date. Schedule 4.16(a) shall be updated as of five (5) Business Days prior to the Closing.
(b) No Business Employee is represented by a labor union or other labor organization and there is no Collective Bargaining Agreement to which any Company Entity is a party with respect to the