|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.
Indemnity Agreement shall have been satisfied (or waived by NYLD) and such consent and the Consent and Indemnity Agreement shall be in full force and effect.
Section 9.21 NYLD Board and Committee Approvals. The NYLD Board and Committee Approvals (as defined in the Consent and Indemnity Agreement) shall be in full force and effect, and neither the NYLD Board nor the NYLD Corporate Governance, Conflicts and Nominating Committee shall have amended, modified or revoked the NYLD Board and Committee Approvals in any respect.
Section 9.22 Officers’ Certificates of NYLD. Seller shall have delivered to Purchaser a certificate, dated the Closing Date and duly executed by an authorized officer of NYLD substantially in the form attached as Exhibit M to the Consent and Indemnity Agreement;
Section 9.23 Conversion to Limited Partnership. If requested by Purchaser pursuant to Section 7.14, the Company shall have been converted to a Delaware limited partnership effective prior to the Closing in accordance with Section 7.14.
Section 9.24 CAFD Leakage. The condition specified in Section A.1(a) of the Consent and Indemnity Agreement shall have been satisfied or waived with the approval of the Purchaser.
Section 9.25 Zephyr Voting and Governance Agreement. Seller shall have delivered a fully executed copy of the Voting and Governance Agreement to be entered into by and between NYLD and the Company substantially in the form attached hereto as Exhibit J.
Section 9.26 NRG/NYLD Letter Agreement. NRG and NYLD shall have delivered a fully executed copy of the Letter Agreement to be entered into by and between NRG and NYLD substantially in the form attached hereto as Exhibit K.
CONDITIONS TO OBLIGATIONS OF SELLER
The obligations of Seller hereunder to sell the Acquired Interests and effect the Closing are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller, in its sole discretion).
Section 10.01 Bring-Down of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser contained in Article 6 shall be true and correct (without giving effect to any materiality or “Purchaser Material Adverse Effect” qualifications contained therein) as of the Effective Date and as of the Closing Date, as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.
Section 10.02 Performance of Covenants. Purchaser shall have duly performed, satisfied and complied with, in all material respects, all agreements, covenants and obligations of Purchaser set forth in this Agreement and required to be so performed, satisfied or complied with by Purchaser at or prior to the Closing.
Section 10.03 Litigation. No Law or Order shall be in effect which restrains, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated by this Agreement and no Action shall have been instituted before any Governmental Authority of competent jurisdiction seeking