|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.
Section 7.12 Termination of Affiliate Arrangements
. Except as contemplated by this Agreement or for the commercial arrangements set forth on Schedule 7.12, prior to the Closing Seller shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate, sever, or assign to Seller or one of its Affiliates (other than the Company Entities or NYLD Entities) (in each case with appropriate mutual releases), effective upon or before the Closing all Contracts and services between
Company Entities and NYLD Entities, on the one hand, and Seller or one of its Affiliates (other than the Company Entities or NYLD Entities), on the other hand. From and after the Closing, none of Purchaser, the Company Entities or NYLD Entities shall have any further obligations or liabilities pursuant to such terminated Affiliate arrangements, if any, and all intercompany receivables and payables shall be cancelled or paid as of Closing.
Section 7.13 Transfer of NYLD Securities. Prior to the Closing, Seller shall convey, assign, transfer and deliver the NYLD Securities to the Company pursuant to an assignment agreement or other appropriate instrument of transfer in form and substance reasonably satisfactory to Purchaser.
Section 7.14 Conversion to Limited Partnership. If requested by Purchaser, prior to the Closing, Seller shall cause the Company to be converted from a Delaware limited liability company to a Delaware limited partnership pursuant to Section 18-216 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) and Section 17-217 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §17-101, et seq.). The conversion shall be effected pursuant to a plan of conversion in form and substance reasonably acceptable to Purchaser and shall be effective prior to the Closing.
Section 7.15 Retained Support Obligations.
(a) Seller acknowledges and agrees that with respect to the Retained Support Obligations, during the Interim Period and from and after Closing, Seller shall and shall cause any applicable Affiliates to keep each of such Retained Support Obligations in full force and effect in accordance with its terms and to otherwise provide replacement credit support obligations, if and when required, pursuant to the terms of the underlying Contracts or other obligations as of the Closing Date by and between the beneficiary of such Retained Support Obligation and one or more of the Company Entities or the NYLD Entities; provided, that (i) Seller or its applicable Affiliate shall not be required to increase the stated limit under any Retained Support Obligation as of the Closing Date, except as expressly provided for under the terms of such underlying Contract or obligation, as in effect on the Closing Date, (ii) Seller and its applicable Affiliates shall be entitled to decrease the stated limit under any Retained Support Obligation as of the Closing Date under the express terms of such underlying Contract or obligation, and (iii) Seller and its applicable Affiliates shall not be required to replenish or replace any Retained Support Obligation to the extent such Retained Support Obligation is drawn upon by the beneficiary thereof. Such replacement support obligations may include the requirement under such underlying Contracts or obligations to issue a replacement letter of credit prior to the expiration of an existing letter of credit that represents a Retained Support Obligation or to provide substitute support obligations in compliance with such Contracts or obligations to the extent that for any reason the Retained Support Obligation no longer satisfies the credit support requirements thereunder, such as due to a downgrade event with respect to the credit support provider.
(b) From and after the Closing, Seller and each applicable Affiliate shall remain responsible for its obligations under the Retained Support Obligations and any replacement support obligations pursuant to Section 7.15(a) without recourse (including rights of subrogation, contribution, reimbursement or otherwise) directly or indirectly to or from Purchaser or its Affiliates (including the Company Entities and the NYLD Entities).
(c) To the extent that Seller or any Affiliate of a Seller has any performance obligations under any Retained Support Obligations from and after the Closing, Seller shall (and shall cause such