|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.
not use funds in the Lock Box Account (or that would otherwise be appropriate for deposit into the Lock Box Account) to, pay any Project Construction Costs for Buckthorn Solar or Buckthorn Wind.
(b) The Parties agree that upon the payment of the JL Additional Contribution (as defined in the Buckthorn Wind Equity Contribution Agreement) in the amount of four million dollars ($4,000,000) and the distribution of the JL Additional Contribution to Buckthorn Wind Pledgor LLC pursuant to Section 2.1.4 of the Buckthorn Wind Equity Contribution Agreement, Seller agrees to deposit, or to deposit an amount equal to, such JL Additional Contribution into the Lock Box Account. If the amount of the JL Additional Contribution is less than four million dollars ($4,000,000), the Base Purchase Price shall be increased by the difference between $4 million and the JL Additional Contribution and if the amount of the JL Additional Contribution is more than four million dollars ($4,000,000), the Base Purchase Price shall be decreased by the difference between the JL Additional Contribution and four million dollars ($4,000,000) (such adjustment, the “JL Additional Contribution Adjustment”).
(c) After the Closing Date, Seller shall remit to NRG Yield Operating LLC (or pay to Purchaser to remit to NRG Yield Operating LLC) any payments required to be made by “Seller” to “Purchaser” (as each such term is defined in the Buckthorn Solar PSA) pursuant to Sections 2.05, 2.06 or 2.07 of the Buckthorn Solar PSA (in each case within five (5) Business Days after such payments are otherwise due and payable pursuant to the Buckthorn Solar PSA).
Section 7.19 Assignment of Certain Guarantees. Subject to obtaining the applicable Seller Consents set forth on Schedule 3.03, in connection with completing the Pre-Effective Date Reorganization, Seller shall during the Interim Period cause to be assigned to or for the benefit of (as applicable) Renew (i) that Guaranty Agreement, dated as of February 13, 2012, by NRG Wind LLC (f/k/a Edison Mission Wind, Inc.) in favor of Capistrano Wind Partners, LLC, and (ii) that First Amended and Restated Parent Company Guaranty, dated June 16, 2017, by Suzlon Energy Limited, for the benefit of NRG Energy Gas & Wind Holdings, Inc., and the other project companies referred to therein.
Section 7.20 Dissolution of Island NRG S.A. During the Interim Period, Seller shall cause, at its sole cost and expense, the dissolution of Island NRG S.A. or the distribution or other transfer by Renew of Island NRG S.A. to Seller, and Seller will assume responsibility for all Liabilities of such entity.
COVENANTS OF PURCHASER
Section 8.01 Regulatory and Other Permits.
(a) Purchaser shall cooperate with Seller to prepare, as soon as is practical following the Effective Date, all necessary filings in connection with the transactions contemplated by this Agreement that may be required under the HSR Act or any other federal, state or local laws prior to the Closing Date (except pursuant to Section 203 of the FPA, which is subject to Section 8.01(b) below) and shall use commercially reasonable efforts to obtain as promptly as practicable all Permits and all consents, approvals or actions of all Governmental Authorities and other Persons necessary to consummate the transactions contemplated hereby, including the Purchaser Approvals and Purchaser Consents. Purchaser shall submit the required filings as soon as practicable, but, with respect to filings under the HSR Act, in no event later than ten (10) Business Days after the Effective Date. Purchaser shall request expedited treatment of any such filings, promptly make any appropriate or necessary subsequent or supplemental filings, and cooperate with Seller in the preparation of such filings in such manner as is reasonably necessary and appropriate. Purchaser shall consult with Seller and shall agree in good faith with Seller upon the timing of such filings.
(b) Purchaser shall reasonably cooperate with Seller in its taking commercially reasonable steps to obtain Consents from FERC pursuant to Section 203 of the FPA in order to consummate the transactions