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SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 
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.


to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement, unless such Law, Order Action is vacated, terminated or withdrawn.
Section 10.04    Assignment and Assumption Agreement for Acquired Interests. Purchaser shall have delivered a countersigned copy of the Assignment and Assumption Agreement for Acquired Interests.
Section 10.05    Deliveries. Purchaser shall have delivered to Seller (a) a certificate, dated the Closing Date and executed by an authorized officer or board member of Purchaser, in a form reasonably acceptable to Seller, and (b) a certificate, dated the Closing Date and executed by the Secretary of Purchaser in a form reasonably acceptable to Seller.
Section 10.06    Antitrust Authorizations. All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or been terminated.
Section 10.07    FPA Matters. FERC authorization under Section 203 of the FPA required to consummate the transactions contemplated hereby shall have been obtained, any conditions to their effectiveness shall have been satisfied, and such FERC authorization shall be in full force and effect.
Section 10.08    Third Amended and Restated NRG/NYLD ROFO Agreement. NYLD shall have delivered a countersigned copy of the Third Amended and Restated NRG/NYLD ROFO Agreement.
Section 10.09    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 10.10    Assignment of Lease Agreements. NYLD shall have delivered a countersigned copy of the Assignment and Assumption Agreement related to certain leases in a form reasonably acceptable to Seller and Purchaser.
ARTICLE 11    
TAX MATTERS
Section 11.01    Certain Taxes.
(a)    All real property Taxes, personal property Taxes and similar obligations of the Company and the Subsidiaries imposed by any Governmental Authority that are due or become due for Straddle Periods shall be apportioned between the portion of the Straddle Period ending on the Closing Date, on the one hand, and the portion of the Straddle Period beginning after the Closing Date, on the other hand, based upon the actual number of days of the Tax period that have elapsed before and including, and after, the Closing Date, and all income Taxes imposed on the Company and the Subsidiaries shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date as though a taxable year of the Company and the Subsidiaries have ended on the Closing Date. Seller shall be responsible for the portion of such Taxes described in the preceding sentence (the “Apportioned Obligations”) attributable to the portion of the Straddle Period ending on the Closing Date. Purchaser shall be responsible for such Apportioned Obligations attributable to the portion of the Straddle Period beginning after the Closing Date. Each Party shall cooperate in assuring that Apportioned Obligations that are the responsibility of Seller pursuant to the preceding sentences are paid by Seller, and that Apportioned Obligations that are the responsibility of Purchaser pursuant to the preceding sentence shall be paid by Purchaser. If any refund, rebate or similar payment is actually received by the Company, the Subsidiaries, Seller or Purchaser for any Taxes that are Apportioned Obligations, such refund (net of the amount of Taxes or reasonable out-of-pocket expenses incurred in obtaining such refund) shall be apportioned between Seller and Purchaser as

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