|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.
all such further or other actions as may be necessary to consummate the transactions contemplated by this Agreement, including such actions at its expense as are necessary in connection with obtaining any required Consents and all Governmental Approvals. During the Interim Period, Seller shall cooperate with Purchaser and provide any information regarding Seller reasonably necessary and reasonably requested by Purchaser to assist Purchaser in
making any filings or applications required to be made with any Governmental Authority. All fees and expenses incurred by Seller in connection with the foregoing Section 7.09 shall be borne exclusively by Seller. Notwithstanding anything to the contrary contained in this Section 7.09, if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of any documents or information in accordance herewith shall be solely subject to applicable rules relating to discovery and the remainder of this Section 7.09 shall not apply. In the event that the aggregate cost to Seller with respect to obtaining required consents hereunder equals an amount in excess of ************ dollars ($********), then Seller shall have the right to terminate this Agreement by written notice to Purchaser delivered within thirty (30) days after the determination of the aggregate cost with respect to such required Consents.
Section 7.10 Post-Closing Access; Preservation of Records. From and after the Closing, Seller shall make or cause to be made available to Purchaser all books, records and documents of Seller relating to the Business of the Company or the Business of NYLD (and the assistance of employees responsible for such books, records and documents) during regular business hours for the same purposes, to the extent applicable, as set forth in Section 8.05; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Seller and the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Purchaser; provided, further, that none of Purchaser, its Affiliates or their representatives shall have any right to access or review any Tax Return of Seller or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), other than any separate Tax Return of a Company Entity; provided, that, for the avoidance of doubt, that the foregoing limitation shall not limit Purchaser’s right to receive information from Seller, including Tax Returns filed by Seller (but not any Tax Return of Seller or any of its Affiliates (other than Seller or any Company Entity)) to the extent that such information or Tax Return is necessary for Purchaser to contest a Tax claim relating to the Company Entities for which Purchaser is liable. Notwithstanding anything herein to the contrary, Seller shall not be required to provide any access or information to Purchaser, its Affiliates or any of their respective representatives which Seller reasonably believes it is prohibited from providing to Purchaser, its Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller is required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose Seller or any of its Affiliates to a material risk of Liability.
Section 7.11 Nonsolicitation of Employees. From the Effective Date until the *****
(***) anniversary of the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly, without the prior written consent of Purchaser, recruit, solicit, hire or retain any person who is, or at any time during the one-hundred eighty (180) days prior to any such recruitment, solicitation, hiring or retention, was, an employee of Purchaser, the Company Entities, the NYLD Entities or any of their controlled Affiliates, or induce, or attempt to induce, any person who is, or at any time during the one-hundred eighty (180) days prior to such inducement or attempt to induce, was, an employee of Purchaser, the Company Entities, the NYLD Entities or any of their controlled Affiliates to terminate his or her employment or service with, or otherwise cease his or her relationship with, Purchaser, the Company Entities, the NYLD Entities or any of their controlled Affiliates; provided, however, that the foregoing restrictions shall not prohibit general solicitations of employment not directed to employees of Purchaser, the Company Entities, the NYLD Entities or any of their controlled Affiliates.